<Page>
Exhibit 3.57
CERTIFICATE OF INCORPORATION
OF
EDGAR REALTY CORPORATION
PURSUANT TO ARTICLE TWO OF THE STOCK CORPORATION LAW
*****
WE, THE UNDERSIGNED, for the purpose of forming a corporation pursuant
to Article Two of the Stock Corporation Law of the State of New York, do hereby
certify:
FIRST: The name of the proposed corporation shall be EDGAR REALTY
CORPORATION.
SECOND: The purposes for which it is to be formed are:
To purchase, take, receive, lease or otherwise acquire, own, hold,
use, improve and otherwise deal in and with, and sell, convey, mortgage, pledge,
lease, exchange, transfer and otherwise dispose of buildings, lands, real
estate, real property, chattels real, and estates, interests, rights and
equities of all kinds in lands.
To act as agent, broker or attorney in fact for others in purchasing,
selling and dealing in and with real property or any interest therein; to
negotiate and consummate, for itself or for others, contracts, and agreements
for the purpose of purchasing, acquiring, owning, using, improving, selling,
conveying,
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mortgaging, pledging, leasing, exchanging and transferring real property,
buildings and improvements and any interests therein; to act as agent for others
in the loaning and borrowing of money secured by real and personal property; to
carry on the business of an insurance broker; and to engage in and carry on a
general real estate agency and brokerage business.
To build, purchase, take, receive, lease or otherwise acquire, own,
hold, use, maintain, alter, repair and improve, and sell, convey, mortgage,
pledge, lease, exchange, transfer and otherwise dispose of buildings,
structures, works and improvements of all kinds; to plan, establish, furnish,
decorate, equip, improve, maintain, lease, sublease, sell, convey, exchange and
transfer space, offices, rooms, suites and apartments; and to manufacture,
purchase, or otherwise acquire, own, use, install, maintain, repair, operate and
deal in and with, and sell, mortgage, pledge, lease or otherwise dispose of
fixtures, improvements and furnishings of all kinds and any articles, materials,
machinery, equipment and property used for or in connection with any business or
property of the corporation.
To manufacture, purchase, or otherwise acquire, invest in, own,
mortgage, pledge, sell, assign and transfer or otherwise dispose of, trade, deal
in and deal with goods, wares and merchandise and personal property of every
class and description.
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To acquire property for the corporate purposes by grant, gift,
purchase, devise or bequest, and to hold and to dispose of the same, subject to
the limitations as may be prescribed by law.
To guarantee any obligation for the payment of money to the extent
provided by law.
To acquire, and pay for in cash, stock or bonds of this corporation or
otherwise, the good will, rights, assets and property, and to undertake or
assume the whole or any party of the obligations or liabilities of any person,
firm, association or corporation.
To acquire, hold, use, sell, assign, lease, grant licenses in respect
of, mortgage or otherwise dispose of letters patent of the United States or any
foreign country, patent rights, licenses and privileges, inventions,
improvements and processes, copyrights, trade-marks and trade names, relating to
or useful in connection with any business of this corporation.
To purchase, acquire, hold and dispose of bonds, notes or choses in
action of any person or persons, partnership or corporation and to pledge the
same to secure the payment of collateral trust bonds or notes and to sell or
otherwise negotiate such collateral trust bonds or notes.
To purchase, acquire, hold and dispose of the stocks, bonds and other
evidences of indebtedness of any corporation, domestic or foreign, and issue in
exchange therefore its stock, bonds or other obligations.
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To borrow money and contract debts, when necessary for the transaction
of the business of the corporation, or for the exercise of its corporate rights,
privileges or franchises, or for any other lawful purpose of its incorporation
and to issue and dispose of obligations for any amount so borrowed and to
mortgage its property and franchises to secure the payment of such obligations,
or of any debt contracted for such purposes, in the manner authorized by law.
To purchase, hold, sell and transfer the shares of its own capital
stock; provided it shall not use its funds or property for the purchase of its
own shares of capital stock when such use would cause any impairment of its
capital except as otherwise permitted by law.
To have one or more offices, to transact business and conduct its
affairs in whole or in part in other states of the United States of America, in
the District of Columbia, in any of the territories, districts, protectorates,
dependencies or insular or other possessions thereof, or in any foreign
countries, and to acquire, hold and dispose of such property therein, real,
personal and mixed, as may be requisite for the transaction of its business and
the conduct of its affairs.
To have and exercise all the powers conferred by the laws of New York
upon corporations formed under the act hereinbefore referred to, and to do any
or all of the things hereinbefore set forth to the same extent as natural
persons might or could do.
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The foregoing clauses shall be construed both as objects and powers,
and it is hereby expressly provided that the foregoing enumeration of specific
powers shall not be held to limit or restrict in any manner the powers of this
corporation.
THIRD: The amount of the capital stock shall be One Hundred
Thousand Dollars ($100,000.00).
FOURTH: The number of shares of which the capital stock shall
consist is one thousand (1,000) shares of the par value of One Hundred Dollars
($100.00) each.
FIFTH: The office of the corporation is to be located in the City
of New York, Country of New York and State of New York.
The address to which the Secretary of State shall mail a copy of
process in any action or proceeding against the corporation which may be served
upon him is Room 332, 120 Broadway, New York, N.Y.
SIXTH: The duration of the corporation shall be perpetual.
SEVENTH: The number of its directors shall not be less than three (3)
or more than five (5). Directors need not be stockholders.
EIGHTH: The names and post-office addresses of the directors until
the first annual meeting of the stockholders are:
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NAMES POST-OFFICE ADDRESSES
----- ---------------------
THOM THOMAS B. WARD 120 Broadway
New York, N.Y.
WILLIAM T. CAHILL 120 Broadway
New York, N.Y.
WILLIAM A. HAMLIN 120 Broadway
New York, N.Y.
NINTH: The name and post-office address of each subscriber of this
certificate of incorporation and a statement of the number of shares of stock
which each agrees to take in the corporation are:
NAMES POST-OFFICE ADDRESS NO. OF SHARES
----- ------------------- -------------
THOMAS B. WARD 120 Broadway 1
New York, N.Y.
WILLIAM T. CAHILL 120 Broadway 1
New York, N.Y.
WILLIAM A. HAMLIN 120 Broadway 1
New York, N.Y.
TENTH: All of the subscribers of the certificate are of full age,
at least two-thirds of them are citizens of the United States, at least one of
them is a resident of the State of New York and at least one of the persons
named as a director is a citizen of the United States and a resident of the
State of New York.
ELEVENTH: The Secretary of State is designated as the agent of the
corporation upon whom process in any action or proceeding against the
corporation may be served.
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IN WITNESS WHEREOF, we have made, signed and acknowledged this
certificate this 13th day of October A.D. 1960.
/s/ Thomas B. Ward
----------------------------------
/s/ William T. Cahill
----------------------------------
/s/ William A. Hamlin
----------------------------------
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STATE OF NEW YORK )
) ss:
COUNTY OF NEW YORK )
On this 13th day of October 1960, before me personally came THOMAS B.
WARD, WILLIAM T. CAHILL and WILLIAM A. HAMLIN, to me known, and known to me to
be the persons described in and who executed the foregoing certificate, and they
severally duly acknowledged to me that they had executed the same.
/s/ Frederick Farran
---------------------------------
FREDERICK FARRAN
NOTARY PUBLIC, State of New York
No. 52-6837150
Qualified in Suffolk County
Certificate filed in New York County
Term Expires March 30, 1982
<Page>
CERTIFICATE OF AMENDMENT OF CERTIFICATE OF
INCORPORATION OF EDGAR REALTY CORPORATION,
PURSUANT TO SECTION 36 OF THE STOCK CORPORATION
LAW
The undersigned, being the holder of record of all of the outstanding
shares of stock of Edgar Realty Corporation, entitled to vote thereon, hereby
certificates as follows:
FIRST: The name of the proposed corporation is Edgar Realty
Corporation.
SECOND: The certificate of incorporation was filed in the office of
the Department of State of the State of New York on the 14th day of October,
1960.
THIRD: The certificate of incorporation of this corporation is hereby
amended to effect (a) a change of name of the corporation, (b) a change in the
purposes and powers and (c) a change in the address to which the Secretary of
State shall forward process served on him.
FOURTH: To accomplish the foregoing, the following changes, amendments
and additions are made in the certificate of incorporation of this corporation,
to wit
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1. Paragraph "FIRST" of said certificate of
incorporation setting forth the name of the corporation is hereby amended to
read as follows:
"FIRST: The name of the corporation shall be
Playboy Club of New York, Inc."
2. Paragraph "SECOND" of said certificate of
incorporation relating to purposes is hereby amended to read as follows:
"SECOND: The purposes for which it is to be formed
are:
(a) To engage in and carry on the business of
operating and conducting one or more restaurants cafes,
cabarets, dining rooms and other eating places, and to
provide music, dancing and other entertainment therein;
and generally to do everything suitable, proper and
conducive to the successful operation and conduct of
restaurants, cafes, cabarets, dining rooms and other
eating places.
(b) To purchase, manufacture, produce, import,
export, exchange, package, bottle, sell and distribute at
wholesale or retail, and otherwise deal in, articles of
food, foodstuffs, beverages, cigars, cigarettes and other
tobacco products, and other goods, wares, merchandise,
commodities, products and personal property, of any and
all kinds.
(c) To carry on, in all of its departments and
branches, the business of producing theatrical, musical,
operatic, moving picture and other entertainments,
including lectures, pantomimes, ballets, pageants,
spectacular effects, tableaux, exhibitions, cabarets, and
amusement devices, features and ideas of all kinds.
(d) To apply for, purchase, or otherwise
acquire, register, own and hold any and all patents,
patent rights,
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patented processes, copyrights, trade marks, trade names,
brands, labels and other trade rights, concessions,
licenses and other similar rights, granted or secured by
the United States or by any other government, country or
governmental agency or otherwise, or any interest
therein, or any inventions which seem capable of being
used for or in connection with any of the objects or
purposes of this corporation, and to use, exercise,
develop, sell, mortgage, pledge, lease, and grant
licenses with respect thereto or other interests in the
same, and to carry on any business, manufacturing or
otherwise, which may directly or indirectly aid or
effectuate said objects and purposes.
(e) To purchase, acquire, hold, sell, exchange,
pledge or hypothecate shares of the capital stock, scrip,
voting trust certificates representing shares of the
capital stock, bonds, coupons, notes, acceptances,
drafts, debentures, mortgages, securities, or evidences
of indebtedness, issued or created by any other
corporation, joint-stock company, association or person,
or any other corporate body, public or private, or issued
or created by the United States of America, or by any
domestic or foreign state, government or governmental
authority, or any political subdivision or governmental
agency or authority; to pay therefor wholly or partly in
cash or to issue in exchange or in partial payment
therefor, to the extent and in the manner permitted by
law, stock of this corporation, or its bonds, notes or
other evidences of indebtedness; and while the owner or
holder thereof to exercise, with respect thereto, all
rights, powers and privileges of ownership, including the
right to vote thereon.
(f) To have one or more offices, places of
business, agencies or branches, and to conduct all or any
part of its operations and business, and without limit as
to amount to purchase, lease or otherwise acquire, hold,
own, use, improve, mortgage, sell, lease, convey, pledge
or otherwise dispose of or deal in or with real or
personal property of every class and description, either
within or without the United States.
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(g) To build, purchase, take, receive, lease or
otherwise acquire, own, hold, use, maintain, alter,
repair and improve, and sell, convey, mortgage, pledge,
lease, exchange, transfer and otherwise dispose of
buildings, structures, works and improvements of all
kinds; to plan, establish, furnish, decorate, equip,
improve, maintain, lease, sublease, sell, convey,
exchange and transfer space, offices, rooms, suites and
apartments; and to manufacture, purchase, or otherwise
acquire, own, use, install, maintain, repair, operate and
deal in and with, and sell, mortgage, pledge, lease or
otherwise dispose of fixtures, improvements and
furnishings of all kinds and any articles, materials,
machinery, equipment and property used for or in
connection with any business or property of the
corporation.
(h) To purchase or otherwise acquire any
business which this corporation is authorized to carry
on, and in connection therewith to acquire the whole or
any part of the property, assets, business or good will
of any other person, firm, corporation or association,
and to conduct in any lawful manner the business so
acquired, and to exercise all the powers necessary or
convenient in and about the conduct, management and
carrying on of such business.
(i) To act as agent (other than fiscal or
transfer), attorney-in-fact, factor or broker, on
commission or otherwise, for individuals, copartnerships,
joint stock associations or corporations, foreign or
domestic, including governments or governmental
authorities, and to aid and assist, permit and conserve
the interests of, and afford facilities for the
convenient transaction of business by its principals,
agents and customers in all parts of the world.
(j) To borrow money with or without giving
security therefor, and to issue bonds, debentures,
debenture stock, convertible bonds or debentures, notes,
acceptances, or other obligations therefore; and to
secure the same by mortgage, pledge or deed of trust on
any or all of its real or personal property, or
otherwise, in the manner authorized by law.
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(k) To enter into, make, perform and carry out
contracts necessary to the corporate business for any
lawful purpose, without limit as to amount, with any
person, firm, association or corporation.
(l) In general, to carry on any other similar
business whatsoever in connection with the foregoing
objects or purposes, or which may be deemed directly or
indirectly to promote the interests of this corporation
or to enhance the value of its properties; to have and to
exercise any and all powers and privileges now or
hereafter conferred by the State of New York upon
corporations organized under the laws of the State of New
York or under any act or acts amendatory thereof or
supplemental thereto or substituted therefore; to do any
and all things herein set forth, as well as such other
acts or things as are or may be necessary or convenient
to the attainment of the objects or purposes of this
corporation, or any of them, to the same extent as
natural persons lawfully might or could do in any part of
the world, in so far as such acts are or may hereafter be
permitted to be done by a corporation organized under the
laws of the State of New York."
3. Paragraph "FIFTH" of said certificate of
incorporation relating to the address to which the Secretary of State shall
forward process served on him is hereby amended to read as follows:
"FIFTH: The office of the corporation is to be
located in the City of New York, County of New York and
State of New York.
The address to which the Secretary of State shall
mail a copy of process in any action or proceeding
against the corporation which may be served upon him is
5-7 East 59th Street, New York, N.Y.
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IN WITNESS WHEREOF, we have made and subscribed this certificate this
25th day of January, 1961.
INTERNATIONAL PLAYBOY CLUBS, INC.
By /s/ Arnold J. Morton
-------------------------------
Vice-President
/s/ Marjorie Pitner
- ------------------------------
Notary Public
My Commission Expires April 20, 1967
[SEAL]
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STATE OF NEW YORK )
) ss:
COUNTY OF NEW YORK )
On this 30th day of January, 1961, before me personally came ARNOLD J.
MORTON, to me known who, being duly sworn did depose and say that he resides at
1755-East 55th Street, Chicago, Illinois, that he is the Vice-President of the
International Playboy Clubs, Inc., the corporation described in and which
executed the above instrument; that he knows the seal of said corporation; that
the seal affixed to said instrument is such corporate seal; that it was so
affixed by order of the Board of Directors of said corporation, and that he
signed his name thereto by like order.
/s/ Benjamin Blonder
--------------------------------
BENJAMIN BLONDER
Notary Public State of New York
No. 31-5350125
Qualified in New York County
Commission Expires [ ]
<Page>
STATE OF NEW YORK )
) ss:
COUNTY OF NEW YORK )
HERBERT S. GROSSMAN, being duly sworn, deposes and says:
He is the Secretary of EDGAR REALTY CORPORATION and that International
Playboy Clubs, Inc. which has executed the foregoing Certificate constitutes the
holder of record of all outstanding shares of the Corporation entitled to vote
with relation to the proceedings provided for in the said Certificate.
/s/ Herbert S. Grossman
----------------------------------
Herbert S. Grossman
Subscribed and sworn to
before me this 31st
day of January, 1961.
/s/ Seth E. Frank
SETH E. FRANK
Notary Public, State of New York
No. 24-6381735
Qualified in Kings County
Certified in New York County
Commission Expires March 30, 1962
<Page>
CERTIFICATE OF CHANGE OF ADDRESS
- of -
PLAYBOY CLUB OF NEW YORK, INC.
(Formerly Edgar Realty Corporation)
Pursuant to Section 24 of the Stock Corporation Law
The undersigned business corporation, having heretofore designated the
Secretary of State of the State of New York as its agent upon whom process in
any action or proceeding against it may be served within the State of New York,
hereby certifies pursuant to Section 24 of the Stock Corporation Law:
That the address to which the Secretary of State shall mail a copy of
any process against the corporation which may be served upon him pursuant to law
after the filing of this certificate, is c/o Squadron, Alter & Weinrib, 32 East
57th Street, New York 22, New York.
IN WITNESS WHEREOF, such corporation has caused this certificate to be
executed in its corporate name and under its corporate seal by HOWARD LEDERER,
its Vice-President.
PLAYBOY CLUB OF NEW YORK, INC.
[CORPORATE SEAL] by: /s/ Howard Lederer
-----------------------------
Howard Lederer
STATE OF NEW YORK )
COUNTY OF NEW YORK ) ss.:
On this 22 day of March, 1963, before me personally came HOWARD
LEDERER to me personally known and known to me to be the persons described in
and who executed the foregoing certificate, and he thereupon acknowledged to me
that he executed the same for the uses and purposes therein mentioned.
/s/ Howard M. Squadron
--------------------------------
[SEAL]
Howard M. Squadron
Notary Public, State of New York
Qualified in N.Y. Co. No. [ ]
Commission Expires March 30, 1964
<Page>
CERTIFICATE OF CHANGE
OF
PLAYBOY CLUB OF NEW YORK, INC.
UNDER SECTION 805-A OF THE BUSINESS CORPORATION LAW
WE, THE UNDERSIGNED, Robert S. Preuss and Eldon Sellers, being
respectively the President and the Secretary of the Playboy Club of New York,
Inc. hereby certify:
1. The name of the corporation is Playboy Club of New York, Inc. The name
under which the corporation was formed is, Edgar Realty Corporation.
2. The certificate of incorporation of said corporation was filed by the
department of state on the 14th day of October, 1960.
3. The following changes were authorized by the Board of Directors:
To designate The Corporation Trust Company, 277 Park Avenue, New York,
N.Y. 10017, as its registered agent, in New York upon whom all process against
this corporation may be served.
To change the post office address to which the Secretary of State
shall mail a copy of process in any action or proceeding against the corporation
which may be served on him from Squadron, Alter & Weinrib, 32 E. 57th Street,
New York, N.Y. to c/o The Corporation Trust Company, 277 Park Avenue, New York,
NY 10017.
IN WITNESS WHEREOF, we have signed this certificate on the 22nd day of
April, 1965.
/s/ Robert S. Preuss
--------------------------------------
(Signature)
Robert S. Preuss - President
--------------------------------------
-1-
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/s/ Eldon Sellers
--------------------------------------
(Signature)
Eldon Sellers - Secretary
--------------------------------------
VERIFICATION
STATE OF ILLINOIS )
)
COUNTY OF COOK )
Robert S. Preuss, being first duly sworn, deposes and says that he is the
President of Playboy Club of New York, Inc., that he has read the foregoing
certificate and knows the contents thereof and that the statements therein
contained are true.
/s/ Robert S. Preuss
----------------------------
(Signature)
Sworn to me this
22nd day of April, 1965.
/s/ Loretta [illegible]
- -------------------------
Notary Public
[SEAL]
-2-
<Page>
CERTIFICATE OF CHANGE
OF
PLAYBOY CLUB OF NEW YORK, INC.
(Under Section 805-A of the Business Corporation Law)
FIRST: The name of the corporation is PLAYBOY CLUB OF
NEW YORK, INC.
SECOND: The certificate of incorporation of the corporation was
filed by the Department of State on October 14, 1960.
THIRD: The certificate of incorporation of the corporation is
hereby changed, pursuant to the authorization of the Board of Directors of the
corporation, so as to change the post office address to which the Secretary of
State shall mail a copy of any process against the corporation served upon him
and to change the designation of registered agent; and, to accomplish said
changes, the statements in the certificate of incorporation relating to said
post office address and the designation of registered agent are hereby stricken
and the following statements are substituted in lieu thereof:
(a) "The post office address within the State of New
York to which the Secretary of State shall mail a copy of any
process against the corporation served upon him is 521 Fifth
Avenue, c/o The Prentice-Hall Corporation System, Inc., New York,
NY 10017."
(b) "The name and the address of the registered agent
of the corporation are The Prentice-Hall Corporation System,
Inc., 521 Fifth Avenue, New York, New York 10017. Said registered
agent is to be the agent upon which process against the
corporation may be served."
IN WITNESS WHEREOF, we have subscribed this document on the date
hereinafter set forth and do hereby affirm, under the penalties of perjury, that
the statements contained therein have been examined by us and are true and
correct.
Dated: February 18, 1977
Name of /s/ George B. Miles
signer: ------------------------------------------
George B. Miles, Vice - President
Name of /s/ Howard Shapiro
signer: ------------------------------------------
Howard Shapiro, Asst. -Secretary
<Page>
CERTIFICATE OF CHANGE
OF
PLAYBOY CLUB OF NEW YORK, INC.
(Under Section 805-A of the Business Corporation Law)
----------
FIRST: The name of the corporation is PLAYBOY CLUB OF
NEW YORK, INC. The name under which the corporation was formed is EDGAR REALTY
CORPORATION.
SECOND: The certificate of incorporation of the corporation was
filed by the Department of State on October 14, 1960.
THIRD: The certificate of incorporation of the corporation is
hereby changed, pursuant to the authorization of the Board of Directors of the
corporation, so as to change the post office address to which the Secretary of
State shall mail a copy of any process against the corporation served upon him
and to change the address of the registered agent; and, to accomplish said
changes, the statements in the certificate of incorporation relating to said
post office address and the designation of registered agent are hereby stricken
and the following statements are substituted in lieu thereof:
(a) "The post office address within the State of New York to which the
Secretary of State shall mail a copy of any process against the corporation
served upon him is 521 Fifth Avenue, c/o The Prentice-Hall Corporation System,
Inc., New York, New York 10175."
(b) "The name and the address of the registered agent of the corporation are
The Prentice-Hall Corporation System, Inc., 521 Fifth Avenue, New York, New York
10175. Said registered agent is to be the agent upon which process against the
corporation may be served."
IN WITNESS WHEREOF, we have subscribed this document on the date
hereinafter set forth and do hereby affirm, under the penalties of perjury, that
the statements contained therein have been examined by us and are true and
correct.
Dated: 2/12/81
Typed name and /s/ Stephen Silverstein
title of signer: -------------------------------------------
Stephen Silverstein Vice - President
Typed name and /s/ Howard Shapiro
title of signer: -------------------------------------------
Howard Shapiro Asst. - Secretary
<Page>
CERTIFICATE OF CHANGE
OF
PLAYBOY CLUB OF NEW YORK, INC.
(Under Section 805 A of the Business Corporation Act)
FIRST: The name of the corporation (the "corporation") is
PLAYBOY CLUB OF NEW YORK, INC. The name under which the
corporation was formed is EDGAR REALTY CORPORATION.
SECOND: The certificate of incorporation of the corporation was
filed by the Department of State on October 14, 1960.
THIRD: The certificate of incorporation on the corporation is
hereby changed, so as to change the post office address to which the Secretary
of State of the State of New York shall mail a copy of any process against the
corporation served upon him and to change the address of the registered agent;
and, to accomplish said changes, the statements in the certificate of
incorporation relating to said post office address and the designation of
registered agent are hereby stricken and the following statements are
substituted in lieu thereof:
"The post office address within the State of New York to which the Secretary of
State of the State of New York shall mail a copy of any process against the
corporation served upon him is c/o The Prentice-Hall Corporation System, Inc.,
136 Madison Avenue, New York, New York 10016."
"The name and the address of the registered agent of the corporation are The
Prentice-Hall Corporation System, Inc., 136 Madison Avenue, New York, New York
10016. Said registered agent is to be the agent upon which process against the
corporation may be served."
FOURTH: A notice of the proposed changes was mailed by the
undersigned to the corporation not less than 30 days prior to the date of the
delivery of this certificate to the Department of State and the corporation has
not objected thereto. The person signing this certificate is the agent of the
corporation to whose address the Secretary of State of the State of New York is
required to mail copies of process and the registered agent of the corporation.
<Page>
IN WITNESS WHEREOF, we have subscribed this document on the date
hereinafter set forth and do hereby affirm, under the penalties of perjury, that
the statements contained therein have been examined by us and are true and
correct.
Dated: November 16, 1984
THE PRENTICE-HALL CORPORATION SYSTEM, INC.
By /s/ Stephen W. Craig
-----------------------------------
Stephen W. Craig, Vice-President
/s/ Grant Dawson
-----------------------------------
Grant M. Dawson, Secretary
<Page>
CERTIFICATE OF CHANGE
OF
PLAYBOY CLUB OF NEW YORK, INC.
(Under Section 805 A of the Business Corporation Act)
FIRST: The name of the corporation (the "corporation") is
PLAYBOY CLUB OF NEW YORK, INC. The name under which the
corporation was formed is EDGAR REALTY CORPORATION.
SECOND: The certificate of incorporation of the corporation was
filed by the Department of State on October 14, 1960.
THIRD: The certificate of incorporation of the corporation is
hereby changed, so as to change the post office address to which the Secretary
of State of the State of New York shall mail a copy of any process against the
corporation served upon him and to change the address of the registered agent;
and, to accomplish said changes, the statements in the certificate of
incorporation relating to said post office address and the designation of
registered agent are hereby stricken and the following statements are
substituted in lieu thereof:
"The post office address within the State of New York to which the Secretary of
State of the State of New York shall mail a copy of any process against the
corporation served upon him is c/o The Prentice-Hall Corporation System, Inc., 1
Gulf+Western Plaza, New York, New York 10023-7773."
"The name and the address of the registered agent of the corporation are the
Prentice-Hall Corporation System, Inc., 1 Gulf+Western Plaza, New York, New York
10023-7773. Said registered agent is to be the agent upon which process against
the corporation may be served."
FOURTH: A notice of the proposed changes was mailed by the
undersigned to the corporation not less than 30 days prior to the date of the
delivery of this certificate to the Department of State and the corporation has
not objected thereto. The person signing this certificate is the agent of the
corporation to whose address the Secretary of State of the State of New York is
required to mail copies of process and the registered agent of the corporation.
<Page>
IN WITNESS WHEREOF, we have subscribed this document on the date
hereinafter set forth and do hereby affirm, under the penalties of perjury, that
the statements contained therein have been examined by us and are true and
correct.
Dated: November 10, 1986
THE PRENTICE-HALL CORPORATION SYSTEM, INC.
By /s/ Stephen Craig
-------------------------------------
Stephen W. Craig, Vice-President
/s/ Grant M. Dawson
--------------------------------------
Grant M. Dawson, Secretary
<Page>
CERTIFICATE OF AMENDMENT
OF THE CERTIFICATE OF INCORPORATION
OF PLAYBOY CLUB OF NEW YORK, INC.
UNDER SECTION 805 OF THE
BUSINESS CORPORATION LAW
We, Howard Shapiro and Dale C. Gordon, Vice President and Assistant
Secretary, respectively, of Playboy Club of New York, Inc., a New York
corporation (the "Corporation"), hereby certify as follows:
FIRST: The name of the Corporation is Playboy Club of
New York, Inc. The name under which the Corporation was formed is Edgar
Realty Corporation.
SECOND: The Certificate of Incorporation of the Corporation was
filed in the office of the Department of State of the State of New York on
the 14th day of October, 1960.
THIRD: The Certificate of Incorporation of the Corporation is
hereby amended to (a) convert the authorized capital stock of the
Corporation, consisting of 1,000 shares, par value $100.00 per share (all
of which is issued and outstanding), into 1,000 shares, par value $0.01 per
share (all of which is issued and outstanding), and (b) through such
reduction in the par value of the authorized capital stock, reduce the
stated capital of the Corporation from One Hundred Thousand Dollars
($100,000.00) to Ten Dollars ($10.00). The ratio of change of the
authorized capital stock will be one new share for every old share.
FOURTH: To accomplish the foregoing, the following changes,
amendments and additions are made in the Certificate of Incorporation of
the Corporation:
1. Paragraph "THIRD" of said Certificate of Incorporation
setting forth the capital stock of the Corporation is hereby amended in its
entirety to read as follows:
"THIRD: The amount of capital stock shall be Ten
Dollars ($10.00)."
2. Paragraph "FOURTH" of said Certificate of Incorporation
setting forth the authorized shares of the corporation is hereby amended in
its entirety to read as follows:
"FOURTH: The corporation is authorized to issue
the capital stock of one thousand (1,000) shares,
par value $0.01 per share."
<Page>
FIFTH: This Certificate of Amendment of the Certificate of
Incorporation of the Corporation has been authorized by the unanimous written
consent of the board of directors of the Corporation pursuant to Section 708 of
the Business Corporation Law and by the unanimous written consent of the sole
shareholder of the Corporation pursuant to Section 615 of the Business
Corporation Law.
IN WITNESS WHEREOF, the undersigned have made and subscribed this
certificate this 27th day of June, 1990, who affirm that statements made herein
are true under the penalties of perjury.
/s/ Howard Shapiro
-------------------------------
Howard Shapiro, Vice President
/s/ Dale C. Gordon
-------------------------------
Dale C. Gordon, Secretary
<Page>
CERTIFICATE OF CHANGE
OF
PLAYBOY CLUB OF NEW YORK, INC.
UNDER SECTION 805-A OF THE BUSINESS CORPORATION LAW
WE, THE UNDERSIGNED, Howard Shapiro, and Irma Villarreal being respectively
the Vice President and the Secretary of the Playboy Club of New York, Inc.
hereby certify:
1. The name of the corporation is Playboy Club of New York, Inc.
2. The Certificate of Incorporation of said corporation was filed by the
Department of State on October 14, 1960.
3. The following was authorized by the Board of Directors:
To change the post office address to which the Secretary of State
shall mail a copy of process in any action or proceeding against the
corporation which may be served on him from c/o Prentice-Hall Corporation
System, Inc., 1 Golf & Western Plaza, New York, NY 10023 to c/o C T
Corporation System, 1633 Broadway, New York, NY 10019.
To change the registered agent in New York upon whom all process
against the corporation may be served from Prentice-Hall located at 15
Columbus Circle, New York, NY 10023-7773 to C T Corporation System, 1633
Broadway, New York, NY 10019.
IN WITNESS WHEREOF, we have signed this certificate on the 20th day of May,
1994 and we affirm the statements contained therein as true under penalties of
perjury.
/s/ Howard Shapiro
--------------------------------
Howard Shapiro, Vice President
/s/ Irma Villarreal
--------------------------------
Irma Villarreal, Secretary
<Page>
CERTIFICATE OF CHANGE
OF
PLAYBOY CLUB OF NEW YORK, INC.
UNDER SECTION 805-A OF THE BUSINESS CORPORATION LAW
1. The name of the corporation is
PLAYBOY CLUB OF NEW YORK, INC.
If applicable, the original name under which it was formed is
EDGAR REALTY CORPORATION
2. The Certificate of Incorporation of said corporation was filed by the
Department of State on 10/14/60.
3. The address of C T Corporation System as the registered agent of said
corporation is hereby changed from CT CORPORATION SYSTEM, 1633 BROADWAY,
NEW YORK, NY 10019 TO 111 Eighth Avenue, New York, New York 10011.
4. The address to which the Secretary of State shall mail a copy of process in
any action or proceeding against the corporation which may be served on him
is hereby changed from c/o CT CORPORATION SYSTEM, 1633 BROADWAY, NEW YORK,
NY 10019 to c/o C T Corporation System, 111 Eighth Avenue, New York, New
York 10011.
5. Notice of the above changes was mailed to the corporation by C T
Corporation System not less than 30 days prior to the date of delivery to
the Department of State and such corporation has not objected thereto.
6. C T Corporation System is both the agent of such corporation to whose
address the Secretary of State is required to mail copies of process and
the registered agent of such corporation.
IN WITNESS WHEREOF, I have signed this certificate on September 1, 1999 and
affirm the statements contained herein as true under penalties of perjury.
C T CORPORATION SYSTEM
By: /s/ Kenneth J. Uva
------------------
Kenneth J. Uva
Vice President
NY Domestic Corporation -- agent/process address