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Filing tables
Filing exhibits
- S-4/A Registration of securities issued in business combination transactions
- 2.4 Purchase Agreement
- 3.5 Articles of Incorporation of Caruthersville Riverboat Entertainment, Inc.
- 3.5 Amendment to Articles of Incorporation
- 3.5 Amendment to Articles of Incorporation
- 3.6 Bylaws of Caruthersville Riverboat Entertainment, Inc.
- 3.7 Certificate of Amended and Restated Articles of Organization
- 3.7 Limited Liability Company Agreement
- 3.8 Certificate of Formation of CP Laughlin Realty, LLC
- 3.8 Certificate of Amendment to the Certificate of Formation
- 3.9 Limited Liability Company Agreement
- 3.9 First Amendment to Limited Liability Company Agreement
- 3.10 Certificate of Formation of Columbia Properties Vicksburg, LLC
- 3.11 Limited Liability Company Agreement
- 3.11 First Amendment to Limited Liability Company Agreement
- 3.12 Certiciate of Formation of JMBS Casino LLC
- 3.13 Limited Liability Company Agreement
- 3.13 First Amendment to Limited Liabilty Company Agreement
- 3.14 Articles of Organization of Columbia Properties Tahoe, LLC
- 3.14 Amended and Restated Articles of Organization
- 3.15 Limited Liability Company Agreement
- 3.15 First Amendment to Limited Liability Company Agreement
- 3.16 Articles of Organization of CP Baton Rouge Casino, L.L.C.
- 3.16 Limited Liability Company Agreement
- 3.17 Articles of Incorporation of Argosy of Louisiana, Inc.
- 3.18 Bylaws of Argosy of Louisiana, Inc.
- 3.19 Articles of Incorporation of Jazz Enterprises, Inc.
- 3.20 Bylaws of Jazz Enterprises, Inc.
- 3.21 Articles of Organization of Centroplex Centre Convention Hotel, L.L.C.
- 3.21 Amended and Restated Articles of Organization
- 3.22 Amended and Restated Operating Agreement of Centroplex Centre Convention Hotel, L.L.C.
- 3.22 First Amendment to Amended and Restated Operating Agreement
- 3.23 Amended and Restated Articles of Partnership
- 3.24 Certificate of Formation of Tahoe Horizon, LLC
- 3.24 Certificate of Amendment to the Certificate of Formation
- 3.25 Limited Liability Company Agreement of Tahoe Horizon, LLC.
- 3.25 First Amendment of Limited Liabilty Company Agreement
- 3.26 Restated Certificate of Incorporation
- 3.27 Restated Certificate of Incorporation
- 3.28 Second Amended and Restated Bylaws of Aztar Corporation
- 3.29 Articles of Incorporation of Aztar Indiana Gaming Corporation
- 3.29 Articles of Amendment to the Articles of Incorporation
- 3.30 Bylaws of Aztar Indiana Gaming Corporation
- 3.31 Articles of Incorporation of Aztar Riverboat Holding Company, LLC
- 3.32 Operating Agreement
- 3.32 First Amendment to Limited Liability Company Agreement
- 3.33 Articles of Incorporation of Aztar Missouri Gaming Corporation
- 3.34 Bylaws of Aztar Missouri Gaming Corporation
- 3.35 Articles of Organization of Aztar Indiana Gaming Corporation
- 3.36 Limited Liability Company Agreement
- 3.36 Amendment No. 1 to Limited Liability Company Agreement
- 3.36 Amendment No. 2 to Limited Liability Company Agreement
- 3.37 Certificate of Incorporation of Aztar Development Corporation
- 3.38 Bylaws of Aztar Development Corporation
- 3.39 Certificate of Incorporation of Ramada New Jersey Holdings Corporation
- 3.39 Certificate of Amendment to the Certificate of Incorporation
- 3.39 Certificate of Amendment to the Certificate of Incorporation
- 3.39 Certificate of Amendment to the Certificate of Incorporation
- 3.39 Certificate of Amendment to the Certificate of Incorporation
- 3.40 Bylaws of Ramada New Jersey Holdings Corporation
- 3.41 Certificate of Incorporation of Atlantic-deauville Inc.
- 3.42 Bylaws of Atlantic-deauville Inc.
- 3.43 Certificate of Incorporation of Adamar Garage Corporation
- 3.44 Bylaws of Adamar Garage Corporation
- 3.45 Certificate of Incorporation of Ramada New Jersey, Inc.
- 3.45 Certificate of Amendment to the Certificate of Incorporation
- 3.46 Bylaws of Ramada New Jersey, Inc.
- 3.47 Certificate of Incorporation of Adamar of New Jersey, Inc.
- 3.47 Certificate of Amendment to the Certificate of Incorporation
- 3.47 Certificate of Amendment to the Certificate of Incorporation
- 3.47 Certificate of Amendment to the Certificate of Incorporation
- 3.48 Amended and Restated Bylaws
- 3.49 Certificate of Incorporation of BNB Mobe-homes, Inc.
- 3.49 Certificate of Amendment to the Certificate of Incorporation of BNB Mobe-homes, Inc.
- 3.49 Certificate of Amendment to the Certificate of Incorporation of Manchester Mall, Inc.
- 3.49 Certificate of Amendment to the Certificate of Incorporation of Manchester Mall, Inc.
- 3.50 Bylaws of Manchester Mall, Inc.
- 3.51 Articles of Incorporation of Ramada Station, Inc.
- 3.51 Certificate of Amendment to the Articles of Incorporation
- 3.51 Certificate of Amendment to the Articles of Incorporation
- 3.51 Certificate of Amendment to the Articles of Incorporation
- 3.52 Bylaws of Ramada Station, Inc.
- 4.2 Second Supplmenetal Indenture
- 5.1 Opinion of Milbank, Tweed, Hadley & Mccloy LLP
- 10.1 Amendment No. 1, Consent, Waiver and Agreement
- 10.2 Amendment No. 1 to the Credit Agreement
- 10.7 Contract of Lease
- 10.7 First Amendment to Contract of Lease
- 10.7 Second Amendment to Contract of Lease
- 10.7 Sale and Assigment of Lease
- 10.8 Contract of Lease
- 10.8 Amendment of Lease
- 10.9 Contract of Lease
- 10.9 Amendment of Lease
- 10.9 Sale and Assigment of Leases
- 10.10 Amended and Restated Lease Agreement
- 10.10 Assignment and Assumption of Lease
- 10.10 First Amendment to Amended and Restated Lease Agreement
- 10.10 Second Amendment to Amended and Restated Lease Agreement
- 10.10 Sublease Agreement
- 10.10 First Amendment to Sublease Agreement
- 10.11 Amended and Restated Master Agreement of Purchase and Sale
- 10.12 Dockage Agreement
- 10.12 First Amendment to Dockage Agreement
- 10.12 Second Amendment to Dockage Agreement
- 10.12 Third Amendment to Dockage Agreement
- 10.12 Assignment of Yacht Club Dockage Agreement and License Agreement
- 10.12 Consent Agreement
- 10.12 Fourth Amendment to Dockage Agreement
- 10.13 Lease Agreement
- 10.14 Agreement Granting Moorage and Other Rights
- 10.14 Assignment of Agreement Granting Moorage and Other Rights
- 10.14 Assignment
- 10.15 Lease Agreement
- 10.15 Assignment of Agreement Granting Moorage and Other Rights
- 10.15.1 Agreement Granting Moorage, Dockage, Berthing and Other Rights
- 10.15.1 Assignment of Agreement Granting Moorage, Dockage, Berthing and Other Rights
- 10.16 Charter Party Agreement
- 10.16 First Amendment to Charter Party Agreement
- 10.16 Second Amendment to Charter Party Agreement
- 10.17 Hotel Lease
- 10.17 First Amendment to Hotel Lease
- 10.17 Second Amendment to Hotel Lease
- 10.18 Evansville Riverboat Landing Lease
- 10.18 Amendment to Evansville Riverboat Landing Lease
- 10.18 Second Amendment to Evansville Riverboat Landing Lease
- 10.18 Memorandum of Understanding
- 10.18 Memorandum of Understanding
- 10.18 Memorandum of Understanding
- 10.18 Memorandum of Understanding
- 10.18 Third Amendment to Evansville Riverboat Landing Lease
- 10.18 Fourth Amendment to Evansville Riverboat Landing Lease
- 10.19 Lease Agreement
- 10.19 First Amendment to Lease Agreement
- 10.19 Second Amendment to Lease Agreement
- 10.19 Third Amendment to Lease Agreement
- 10.19 Fourth Amendment to Lease Agreement
- 10.19 Fifth Amendment to Lease Agreement
- 10.20 Collective Bargaining Agreement
- 10.21 Labor Agreement
- 10.22 Labor Agreement
- 10.23 Collective Bargaining Agreement
- 10.24 Collective Bargaining Agreement
- 12.1 Calculation of Ratio of Earnings to Fixed Charges
- 23.2 Consent of Ernst & Young LLP
- 23.3 Consent of Ernst & Young LLP
- 23.4 Consent of Ernst & Young LLP
- 23.5 Consent of Ernst & Young LLP
- 23.6 Consent of Ernst & Young LLP
- 23.7 Consent of Ernst & Young LLP
- 23.8 Consent of Pricewaterhousecoopers LLP
- 23.9 Consent of Deloitte & Touche LLP
Argosy Of Louisiana similar filings
- 17 Oct 07 Registration of securities issued in business combination transactions (amended)
- 29 Jun 07 Registration of securities issued in business combination transactions
- 5 Apr 01 Registration of securities issued in business combination transactions
- 23 Jul 99 Registration of securities issued in business combination transactions
Filing view
External links
Exhibit 3.14(a)
CERTIFICATE OF
AMENDED AND RESTATED
ARTICLES OF ORGANIZATION
OF
COLUMBIA PROPERTIES TAHOE, LLC
ARTICLES OF ORGANIZATION
OF
COLUMBIA PROPERTIES TAHOE, LLC
William J. Yung, pursuant to and by virtue of Chapter 86 of the Nevada Revised Statutes, hereby certifies that:
(i) He is the President of Wimar Tahoe Corporation (“Wimar”), which is the sole member of Columbia Properties Tahoe, LLC, a Nevada limited liability company (the “Company”);
(ii) The Articles of Organization of the Company were filed with the Nevada Secretary of State on April 19, 2005;
(iii) In order to comply with the Nevada Gaming Act, the Articles of Organization of the Company shall be amended and restated in their entirety as follows by substituting Article VI as below for Article VI as contained in the original articles, and adding new Article VII:
“AMENDED AND RESTATED
ARTICLES OF ORGANIZATION
OF
COLUMBIA PROPERTIES TAHOE, LLC
ARTICLES OF ORGANIZATION
OF
COLUMBIA PROPERTIES TAHOE, LLC
ARTICLE I
NAME
NAME
Section 1.1. The name of the Company is Columbia Properties Tahoe, LLC.
ARTICLE II
TERM
TERM
Section 2.1. Unless earlier dissolved in accordance with the laws of the State of Nevada, the Company shall have perpetual existence.
ARTICLE III
RESIDENT AGENT AND REGISTERED OFFICE
RESIDENT AGENT AND REGISTERED OFFICE
Section 3.1. The name of the initial resident agent and the initial address of the registered office where process may be served in the State of Nevada is The Corporation Trust Company of Nevada. The Company may, from time to time, in the manner provided by the laws of the State of Nevada, change the resident agent and the registered office within the State of Nevada.
ARTICLE IV
ORGANIZER
ORGANIZER
Section 4.1. The name and address of the organizer signing these Articles of Organization is:
Name | Address | |
Tedd H. Friedman | 255 E. Fifth Street, Ste. 2400 Cincinnati, OH 45202 |
ARTICLE V
MANAGEMENT
MANAGEMENT
Section 5.1.Management by Member. The management of the Company is reserved to the Member.
Section 5.2.Name and Address of Member. The name and address of the Member of the Company is:
Name | Address | |
Wimar Tahoe Corporation | 207 Grandview Drive Fort Mitchell KY 41047 |
Section 5.3.Rights of the Member. The Member shall have the right to contract debts on behalf of the Company and to execute, acknowledge and deliver instruments and documents providing for the acquisition, mortgage, encumbrance, or disposition of real and personal property, and do all acts in the name of and on behalf of the Company.
ARTICLE VI
GAMING PURPOSE
GAMING PURPOSE
Section 6.1. The character and general nature of the business to be conducted by the Company shall include the operation of the casino and hotel currently known as Caesar’s Tahoe Hotel & Casino in Stateline, Nevada.
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ARTICLE VII
GAMING RESTRICTION
GAMING RESTRICTION
Section 7.1. Notwithstanding anything to the contrary expressed or implied in these articles, the sale, assignment, transfer, pledge or other disposition of any interest in the Company is ineffective unless approved in advance by the Nevada Gaming Commission (“Commission”). If at any time the Commission finds that a member who owns an interest is unsuitable to hold that interest, the Commission shall immediately notify the Company of that fact. The Company shall, within 10 days from the date that it receives notice from the Commission, return to the unsuitable member the amount of his capital account as reflected on the books of the Company. Beginning on the date when the Commission serves notice of a determination of unsuitability, pursuant to the preceding sentence, upon the Company, it is unlawful for the unsuitable member: (a) To receive any share of the distribution of profits or cash or any other property of, or payments upon dissolution of, the Company, other than a return of capital as required above; (b) To exercise directly or through a trustee or nominee, any voting right conferred by such interest; (c) To participate in the management of the business and affairs of the Company; or (d) To receive any remuneration in any form from the Company, for services rendered or otherwise.
Any member that is found unsuitable by the Commission shall return all evidence of any ownership in the Company to the Company, at which time the Company shall within 10 days, after the Company receives notice from the Commission, return to the member in cash, the amount of his capital account as reflected on the books of the Company, and the unsuitable member shall no longer have any direct or indirect interest in the Company.
ARTICLE VIII
PRINCIPAL PLACE OF BUSINESS
PRINCIPAL PLACE OF BUSINESS
Section 8.1. The Company shall be authorized to maintain its principal place of business in any of the states of the United States of America, the District of Columbia, the territories of the United States and any foreign country, to the extent permitted by the laws of such jurisdiction.
ARTICLE IX
INDEMNIFICATION AND PAYMENT OF EXPENSES
INDEMNIFICATION AND PAYMENT OF EXPENSES
Section 9.1.Indemnification and Payment of Expenses. In addition to any other rights of indemnification permitted by the laws of the State of Nevada as may be provided for by the Company in its operating agreement or by any other agreement, the expenses of the member, or any of the member’s stockholders, directors, officers, employees or agents, incurred in defending a civil or criminal action, suit or proceeding, involving alleged acts or omissions of such member, or any of the member’s stockholders, directors, officers, employees or agents, in his or its capacity as such and acting on behalf of the Company, must be paid by the Company, or through insurance purchased and maintained by the Company or the member, or through other financial arrangements made by the Company or the member permitted by the laws of the State of Nevada, as they are incurred and in advance of the final disposition of the action, suit or proceeding, upon receipt of an unsecured undertaking by or on behalf of the member to repay the
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amount if it is ultimately determined by a court of competent jurisdiction that he or it is not entitled to be indemnified by the Company.
Section 9.2.Repeal, Modification and Conflicts. Any repeal or modification of Section 9.1 approved by the member or members of the Company shall be prospective only. In the event of any conflict between Section 9.1 and any other article of the Company’s articles of organization, the terms and provisions of Section 9.1 shall control.”
(iv). The foregoing Amended and Restated Articles of Organization have been duly approved by Wimar as the sole the member of the Company.
DATED this 29th day of April, 2005.
WIMAR TAHOE CORPORATION | ||||
By: | /s/ William J. Yung | |||
William J. Yung | ||||
President | ||||
STATE OF KENTUCKY
COUNTY OF KENTON
This instrument was acknowledged before me on this 29th day of April, 2005 by William J. Yung as President of Wimar Tahoe Corporation.
/s/ MICHELLE STALLMEYER | ||||
MICHELLE STALLMEYER | ||||
Notary Public, Kentucky State at Large My Commission Expires Oct 24, 2008 | ||||
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