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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 3.2(a)
AMENDMENT TO
WIMAR OPCO, LLC
LIMITED LIABILITY COMPANY OPERATING AGREEMENT
This Amendment to Limited Liability Company Operating Agreement (the “Amendment”), is made and entered into as of December 1, 2006, by and among WIMAR OPCO, LLC, a Delaware limited liability company (the “Company”), WIMAR OPCO INTERMEDIATE HOLDINGS, LLC, a Delaware limited liability company (the “Member”) and WIMAR TAHOE CORPORATION, a Nevada corporation (the “Member”), who agree as follows:
1. Recitals. The parties hereto are parties to a Limited Liability Company Operating Agreement dated June 8, 2006 (the “Agreement”). The parties hereto desire to amend the Agreement in accordance with the terms of this Agreement.
2. Amendment.
Section 11 of the Agreement is hereby amended in its entirety to read as follows:
“11.Transfer of Units. 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 right 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.”
WIMAR OPCO, LLC | ||||
By: Wimar Tahoe Corporation | ||||
Its: Manager |
By: | /s/ William J. Yung | |||||
William J. Yung, President |
WIMAR TAHOE CORPORATION | ||||||
By: | /s/ William J. Yung | |||||
William J. Yung, President |
WIMAR OPCO INTERMEDIATE HOLDINGS, LLC | ||||
By: Wimar Tahoe Corporation | ||||
Its: Manager |
By: | /s/ William J. Yung | |||||
William J. Yung, President |