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Filing tables
Filing exhibits
- S-4 Registration of securities issued in business combination transactions
- 2.1 Agreement and Plan of Merger
- 2.2 Purchase Agreement
- 2.3 Asset Purchase Agreement
- 3.1 Certificate of Formation
- 3.1 Certificate of Amendment to the Certificate of Formation
- 3.1 Certificate of Amendment to the Certificate of Formation
- 3.2 Limited Liability Company Agreement
- 3.2 Amendment to Limited Liability Company Agreement
- 3.2 First Amendment to Limited Liability Company Agreement
- 3.3 Certificate of Incorporation
- 3.3 Certificate of Amendment to the Certificate of Incorporation
- 3.3 Certificate of Amendment to the Certificate of Incorporation
- 3.4 Bylaws
- 3.4 Amended and Restated Bylaws
- 4.1 Indenture
- 4.2 Supplemental Indenture
- 4.4 Registration Rights Agreement
- 10.1 Credit Agreement
- 10.2 Credit Agreement
- 10.3 Service Agreement
- 10.4 Casino Services Agreement
- 10.5 Service Agreement
- 10.5 First Amendment to Service Agreement
- 10.5 Second Amendment to Service Agreement
- 10.6 Service Agreement
- 10.6 First Amendment to Service Agreement
- 12.1 Calculation of Ratio of Earnings to Fixed Charges
- 21.1 Subsidiaries of Tropicana Entertaiment, LLC
- 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
- 25.1 Statement of Eligibility on Form T-1
- 99.1 Form of Letter of Transmittal
- 99.2 Form of Notice of Guaranteed Delivery
- 99.3 Letter to Registered Holders
- 99.4 Letter to Beneficial Holders
- 99.5 Guidelines for Certification of Taxpayer Identification Number
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EXHIBIT 3.3(b)
CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION
OF
WIMAR OPCO FINANCE CORP.
It is hereby certified that
1. The name of the corporation (hereinafter called the “corporation”) is Wimar OpCo Finance Corp.
2. The certificate of incorporation of the corporation is hereby amended by adding the following Article Sixth:
“ARTICLE SIXTH: No security, share or other interest in the Company may be transferred without having first obtained the prior approval of the New Jersey Casino Control Commission for that transfer. The Company possesses and retains the absolute night to repurchase, at the market price or the purchase price, whichever is lesser, any security, share or other interest in the Company in the event that the New Jersey Casino Control Commission disapproves a transfer of such security, share or other interest in accordance with the provisions of the New Jersey Casino Control Act.”
3. The amendment of the certificate of incorporation herein certified has been duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.
Dated: November 1, 2006
WIMAR OPCO FINANCE CORP. | ||||||
By: | /s/ William J. Yung | |||||
William J. Yung, President |
State of Delaware | ||
Secretary of State | ||
Division of Corporations | ||
Delivered 12:50 PM 11/21/2006 | ||
FILED 11:53 AM 11/21/2006 | ||
SRV 061068548 — 4171286 FILE |