EXHIBIT 3.3
FIRST AMENDMENT
TO
LIMITED LIABILITY COMPANY OPERATING AGREEMENT
OF
SARDY HOUSE, LLC
This First Amendment to Limited Liability Company Agreement of Sardy
House, LLC (this "Amendment") is executed this 20th day of May 2003, by Block
66, LLC ("Manager"), as manager of the Sardy House, LLC (the "Company"), and by
North and South Aspen, LLC ("Member"), as sole member of the Company.
RECITALS
A. The Member formed the Company by filing Articles of Organization on
February 4, 2003 with the Colorado Secretary of State, and by executing the
Limited Liability Company Agreement as of March 21, 2003 (the "Agreement").
Terms defined in the Agreement shall have the same meaning in this Amendment
unless otherwise defined herein.
B. Member and Manager now desire to amend the Agreement as set forth
below.
C. In accordance with sections 14.2 and 7.7 of the Agreement, Member
hereby waives notice of any meeting, and consents to and approves the action
taken in this Amendment.
AGREEMENT
Now, therefore, in consideration of the mutual promises and other
valuable consideration, the parties agree as follows:
1. Amendments.
a. Article 1, DEFINITIONS, "Carriage House Inn," is deleted
and replaced in its entirety with the following:
"'Carriage House Inn' means the eight-room lodging facility,
excluding the Carriage House Residence, located on the real
property apart from the Main Residence."
b. Article 1, DEFINITIONS, "Residence Calendar," is deleted
and replaced in its entirety with the following:
"'Residence Calendar' means the calendar prepared annually by
the Manger and circulated to the Members in late fall, which
describes the Exclusive Weeks available for selection and
confirms the selection priority of the Members. The 50
Exclusive Weeks in each Residence Calendar will generally run
between May 1 to May 1 as adjusted to commence at the
beginning of an Exclusive Week and end after the expected
winter closing date for the Aspen
Mountain ski season. The Manager shall set aside two weeks (or
three weeks in certain years) each calendar year for
maintenance, repairs and other improvements to the Property."
c. In Article 1, DEFINITIONS, "Manager," the reference to
"Xxxxx Xxxxxx and Xxxxxx Xxxxxx" is deleted and replaced with reference
to "Xxxxx X. Xxxxxx and Xxxxxx X. Xxxxxx."
d. In Section 4.5, "Required Additional Capital
Contributions," the phrase in the first sentence of "as approved by the
Members by Majority Vote of the Units," is deleted and replaced with
the phrase "as approved by the Members by Two-Thirds Vote of the
Units."
e. Section 4.7, "Issuance of Other Securities," is deleted in
its entirety.
f. In Section 4.8(iii), "Withdrawals and Interest," the
reference to "Article 11" is deleted and replaced with reference to
"Article 12."
g. In Section 4.9, "Legend," the reference to "March 31,
2003," is deleted and replaced with reference to "March 21, 2003."
h. Section 8.3, "Priority Confirmation of Exclusive Weeks," is
deleted and replaced in its entirety with the following:
"Upon admission as a Member, each Member will be designated a
"Selection Number" between 1 and 25, for each Unit owned by
the Member, which number shall be permanently attached to each
Unit. After the close of the selection period, the Manager
will begin booking each Member's four requested Exclusive
Weeks by utilizing a rotational selection system over four
rounds. Priority selections for the two Exclusive Weeks in the
Main Residence occur in two rounds with each round using a
reversed priority. For example, in Year 1, the Member with
Selection Number "1" will have the highest priority in the
first Main Residence selection round, but the same Member will
have the lowest priority in the second Main Residence
selection round. This same reversed priority system applies to
the third and fourth rounds when two Exclusive Weeks in the
Carriage House Residence are selected. In Year 2, and
following each subsequent year thereafter, the Selection
Numbers will be rotated so that Members will have a different
priority in the first Main Residence selection round, and an
equivalent reverse priority in the second Main Residence
selection round. A Member owning more than one Unit may use
his or her multiple Selection Numbers in a single round to
request consecutive Exclusive Weeks in a Residence by asking
the Manager to reserve certain consecutive Exclusive Weeks
during
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the Member's highest priority Selection Number in a round and
by foregoing the equivalent number of other Selection Numbers
held in that round. The Member may not, however, request
reservations for both those Exclusive Weeks that include
Christmas Day and New Years' Day during the first Main
Residence selection round or during the first Carriage House
Residence selection round. The initial twenty-five years of
the rotational selection system is illustrated in Exhibit A
attached hereto."
i. In Section 8.5, "Internal Trades and External Exchanges,"
the last sentence is deleted and replaced in its entirety with the
following, and the remainder of the Section shall remain unaltered and
unchanged:
"This Section does not restrict a Member from permitting his
or her Unaccompanied Guests (including those guests for which
the Member has received other accommodations through an
informal direct trade) to use a Residence during a confirmed
Exclusive Week in accordance with this Agreement."
j. In Section 9.4(i), "Timing of Allocations and
Distributions," the first sentence of subsection (i) is deleted and
replaced in its entirety with the following, and the remainder of the
Section shall remain unaltered and unchanged:
"Distributions shall be considered and made by the Manager
annually in the month of December, in accordance with this
Article."
k. Section 11.2, "Basis Adjustment on Transfer of Units," is
deleted and replaced in its entirety with the following:
"Upon the event of a transfer by the Initial Member to any new
Member, if determined to be advantageous by the Company's
accountants and attorneys, the Company shall elect pursuant to
Code Section 754 to adjust the basis of the Company Property.
If any Member transfers all or part of its Units, any basis
adjustment from such transfer, whether made under Code Section
754 or otherwise, shall be allocated solely to the
transferee."
k. In Section 14.2, "Amendments by Members," the first
sentence is deleted and replaced in its entirety with the following,
and the remainder of the Section shall remain unaltered and unchanged:
"A proposed amendment to the Articles of Organization and this
Operating Agreement must be approved by the Members, except as
expressly permitted herein."
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2. Incorporation. The terms and provisions of Paragraph 1 of this
Amendment are hereby incorporated into the Agreement and, except for the
amendment herein contained, all of the terms and provisions of the Agreement
shall remain in full force and effect, unaltered and unchanged by this
Amendment. To the extent that the terms and provisions of this Amendment
conflict with the terms and provisions of the Agreement, the terms and
provisions of this Amendment shall control.
3. Counterparts. This Amendment may be executed in any number of
counterparts, and each such counterpart shall be deemed for all purposes to be
an original, and all counterparts shall together constitute but one and the same
Amendment.
IN WITNESS WHEREOF, the parties hereto, intending legally to
be bound hereby, have executed this First Amendment to Limited Liability Company
Agreement of Sardy House, LLC as of the date first above written.
MEMBER:
NORTH AND SOUTH ASPEN, LLC, a Colorado
limited liability company
By: /s/ XXXXXX X. XXXXXX
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MANAGER:
BLOCK 66, LLC, a Colorado limited
liability company
By: /s/ XXXXX X. XXXXXX
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