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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 3.15
COLUMBIA PROPERTIES TAHOE, LLC
LIMITED LIABILITY COMPANY OPERATING AGREEMENT
THIS LIMITED LIABILITY COMPANY OPERATING AGREEMENTis made and entered into as of April 19, 2005, by and among Columbia Properties Tahoe, LLC, a Nevada limited liability company (the “Company”) and Wimar Tahoe Corporation (the “Member”). The parties hereto, intending to be legally bound, agree as follows:
1. Formation of Limited Liability Company. On April 19, 2005, the Company was organized as a limited liability company pursuant to NRS 86 (the “Act”) by the filing of Articles of Organization (“Articles”) with the Secretary of State of Nevada as required by the Act. The Member hereby adopts and ratifies the Articles, a copy of which is attached asExhibit A hereto, and ratifies the actions of the Company’s organizer. In the event of a conflict between the terms of this Operating Agreement and the terms of the Articles, the terms of the Articles shall prevail.
2. Name. The name of the Company shall be Columbia Properties Tahoe, LLC.
3. Statutory Agent. The Company’s initial statutory agent shall be Corporation Trust Company of Nevada 6100 Neil Road, Suite 500, Reno, Nevada 89520. The Member may, at any time and from time to time, change the statutory agent of the Company.
4. Purpose. The Company is formed for the purpose of engaging in any activity in which limited liability companies may lawfully engage. The Company shall have all the powers necessary, incidental or convenient to effect any purpose for which it is formed, including all powers granted by the Act.
5. Fiscal Year. The fiscal year of the Company shall be the calendar year or such other fiscal year as the Member shall determine pursuant to the provisions of CodeSection 706(b).
6. Term. The Company was formed on the date of filing of the Articles of Organization and its period of existence shall be perpetual.
7. Initial Capital Contribution. Upon execution of this Agreement, the Member shall contribute to the Company cash, property, services rendered, promissory notes or any other binding obligation to contribute cash or property or to perform services of the type and in the amount set forth opposite the Member’s name onSchedule 1 attached hereto. In exchange for such capital contribution, the Member shall receive the number of units of ownership interest in the Company (“Units”) set forth opposite the Member’s name onSchedule 1. The Member hereby acknowledges and agrees that the Units are being purchased for the Member’s own account and for investment purposes only and not for resale in connection with the distribution or public offering of the Units within the meaning of the Securities Act of 1933, the Nevada Securities Act, or any other applicable securities laws and rules.
8. Limited Liability. The Member shall not be personally liable to satisfy any judgment, decree, or order of a court for, or be personally liable to satisfy in any other manner, any debt, obligation, or liability of the Company solely by reason of being a Member.
9. Management and Control in General. The Member shall have full and exclusive power to manage and control the business and affairs of the Company. The Member is the agent of the Company for the purpose of its business. Any act of the Member in apparently carrying on in the usual way the business of the Company shall bind the Company.
10. Officers. The Member may elect a president, one or more vice presidents, treasurer, secretary and such other officer or officers as it may deem necessary. Any two or more of such offices may be held by the same person. The officers of the Company shall hold office until their successors are elected and qualified, or for such order period as the Member may provide, but any officer may be removed at any time, with or without cause, by the Member without prejudice to the contract rights, if any, of the officers who were removed. The Member may fill any vacancy in the office at any time. All of the officers of the Company shall at all times be and remain subject to the direction or control of the Member.
11. Transfer of Units. The Member may transfer all or any portion of the Units at any time and, unless in the instrument of transfer the Member withholds the membership rights with respect to the transferred Units, such transferee shall be admitted as a Member and shall be entitled to all membership rights with respect to the transferred Units.
12. Unit Journal. The Member shall maintain a journal of ownership of all of the outstanding Units containing the name and address of each Member, the number of Units held and whether such Unit holder is a Member (the “Journal”). The Unit Journal shall be conclusive evidence of the ownership of the Units and status as a Member absent manifest error.
13. Dissolution of the Company. The Company shall be dissolved upon the action of the Member or Members holding a majority of the Units held by all the Members.
14. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada.
15. Entire Agreement; Amendment of Agreement. This Agreement constitutes the entire understanding of the parties hereto with respect to the subject matter hereof and supersedes any and all prior negotiations, understandings and agreements in regard hereto. This Agreement may be amended only by a written amendment signed by the Member.
16. No Third Party Rights. This Agreement and the covenants and agreements contained herein are solely for the benefit of the parties hereto. No other person shall be entitled to enforce or make any claims, or have any right pursuant to the provisions of this Agreement.
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The undersigned have signed this Agreement as of the date set forth above.
COLUMBIA PROPERTIES TAHOE, LLC | MEMBER: | |
By: Wimar Tahoe Corporation | WIMAR TAHOE CORPORATION | |
Its: Sole Member | ||
By:/s/ [ILLEGIBLE] | By:/s/ [ILLEGIBLE] |
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