Exhibit 3.9
AMENDED AND RESTATED CERTIFICATE OF FORMATION
OF
CHARLIE’S HOLDING LLC
(Under Sections 18-202 and 18-208 of the Delaware Limited Liability Company Act)
The undersigned hereby amends and restates the certificate of formation of Charlie’s Holding LLC originally formed on December 12, 2003, under the Delaware Limited Liability Act (the “LLC Act”) and hereby certifies:
FIRST: The name of the limited liability company is Charlie’s Holding LLC (the “Company”).
SECOND: The address of the registered office of the Company in Delaware is 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808. The registered agent is the Company in Delaware for service of process is Corporation Service Company, whose address is 2711 Centerville Road, Suite 400 Wilmington, Delaware 19808.
THIRD: The character and general nature of the business to be conducted by the Company is to own an interest in an entity that owns an interest in two entities that operate, manage and conduct gaming in gaming facilities on or within the premises known as “Arizona Charlie’s Decatur”, located at 740 S. Decatur Boulevard, Las Vegas, Nevada and “Arizona Charlie’s Boulder”, located at 4575 Boulder Highway, Las Vegas, Nevada. The Company may also engage in any other lawful act or activity for which limited liability companies may be formed under the laws of the State of Delaware.
FOURTH: Notwithstanding anything to the contrary expressed or implied in the articles of organization of the Company, 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 (the “Commission”). If at any time the Commission finds that a member that owns any such 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 the notice from the Commission, return to the unsuitable member the amount of his, her or its 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.
FIFTH: Any member that is found unsuitable by the Commission shall return all evidence of any ownership in the Company to the Company. At that time the Company
shall, within 10 days from the date that the Company receives notice from the Commission, return to the member in cash or cash equivalents, the amount of his or her 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.
SIXTH: Notwithstanding the foregoing, to the extent permitted by applicable law, if a member has been found by the Commission to be unsuitable, the Company shall have the right to redeem such member’s interest in the Company as provided in the Company’s operating agreement.
This amended and restated certificate of formation has been duly executed and is being filed in accordance with Section 18-208 of the LLC Act.
IN WITNESS WHEREOF, the undersigned has caused the execution of the Amended and Restated Certificate of Formation of Charlie’s Holding LLC on this 22nd day of January, 2004.
| By: | /s/ Robert J. Mitchell |
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| Robert J. Mitchell, Authorized Person |
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