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- S-4 Registration of securities issued in business combination transactions
- 3.1 Restated Certificate of Incorporation of Harrah's Operating Company, Inc.
- 3.2 Bylaws of Harrah's Operating Company, Inc., As Amended
- 3.3 Certificate of Incorporation of Harrah's Entertainment, Inc., As Amended
- 3.4 Bylaws of Harrah's Entertainment, Inc. As Amended
- 3.5 Articles of Incorporation of California Clearing Corporation
- 3.6 Bylaws of California Clearing Corporation
- 3.7 Certificate of Incorporation of Bally's Midwest Casino, Inc.
- 3.8 Bylaws of Bally's Midwest Casino, Inc.
- 3.9 Certificate of Incorporation of Bally's Operator, Inc.
- 3.10 Bylaws of Bally's Operator, Inc.
- 3.11 Certificate of Incorporation of Caesars Palace Corporation
- 3.12 Bylaws of Caesars Palace Corporation
- 3.13 Certificate of Incorporation of Harrah's International Holding Company, Inc.
- 3.14 Bylaws of Harrah's International Holding Company, Inc.
- 3.15 Certificate of Incorporation of Sheraton Tunica Corporation
- 3.16 Bylaws of Sheraton Tunica Corporation
- 3.17 Certificate of Formation of Ajp Holdings, LLC
- 3.18 Operating Agreement of Ajp Holdings, LLC
- 3.19 Certificate of Formation of Ajp Parent, LLC
- 3.20 Operating Agreement of Ajp Parent, LLC
- 3.21 Certificate of Formation of Biloxi Hammond, LLC
- 3.22 Operating Agreement of Biloxi Hammond, LLC
- 3.23 Certificate of Formation of Biloxi Village Walk Development, LLC
- 3.24 Operating Agreement of Biloxi Village Walk Development, LLC
- 3.25 Certificate of Formation of Chester Facility Holding Company, LLC
- 3.26 Operating Agreement of Chester Facility Holding Company, LLC
- 3.27 Certificate of Formation of Harrah's Chester Downs Investment Company, LLC
- 3.28 Amended and Restated Operating Agreement of Harrah's Chester Downs Investment Co
- 3.29 Certificate of Formation of Harrah's Maryland Heights LLC, As Amended
- 3.30 Amended and Restated LTD. Liability Co. Agm't of Harrah's Maryland Heights LLC
- 3.31 Certificate of Formation of Harrah's MH Project, LLC
- 3.32 Operating Agreement of Harrah's MH Project, LLC
- 3.33 Certificate of Formation of Harrah's Operating Company Memphis, LLC
- 3.34 Operating Agreement of Harrah's Operating Company Memphis, LLC
- 3.35 Certificate of Formation of Harrah's Shreveport/bossier City Holding Company
- 3.36 LTD. Liability Company Agm't of Harrah's Shreveport/bossier City Holding Company
- 3.37 Certificate of Formation of Harrah's Shreveport/bossier City Investment Company
- 3.38 Operating Agreement of Harrah's Shreveport/bossier City Investment Company, LLC
- 3.39 Certificate of Formation of Harrah's Sumner Investment Company, LLC
- 3.40 Operating Agreement of Harrah's Sumner Investment Company, LLC
- 3.41 Certificate of Formation of Harrah's Sumner Management Company, LLC
- 3.42 Operating Agreement of Harrah's Sumner Management Company, LLC
- 3.43 Certificate of Formation of Harrah's West Warwick Gaming Company, LLC
- 3.44 Certificate of Incorporation of Horseshoe Gaming Holding, LLC
- 3.45 Operating Agreement of Horseshoe Gaming Holding, LLC
- 3.46 Certificate of Formation of JCC Holding Company II, LLC
- 3.47 Operating Agreement of JCC Holding Company II, LLC
- 3.48 Certificate of Formation of Koval Holdings Company, LLC
- 3.49 Operating Agreement of Koval Holdings Company, LLC
- 3.50 Certificate of Formation of Reno Crossroads, LLC
- 3.51 Amended and Restated Operating Agreement of Reno Crossroads, LLC
- 3.52 Certificate of Formation of Village Walk Construction, LLC
- 3.53 Operating Agreement of Village Walk Construction, LLC
- 3.54 Certificate of Formation of Winnick Parent, LLC
- 3.55 Certificate of Formation of Winnick Holdings, LLC
- 3.56 Amended and Restated Operating Agreement of Winnick Holdings, LLC
- 3.57 Amended and Restated Certificate of Limited Partnership of Bally's Olympia
- 3.58 Limited Partnership Agreement of Bally's Olympia Limited Partnership
- 3.59 Amended and Restated Articles of Incorporation of Caesars World, Inc.
- 3.60 Amended and Restated Bylaws of Caesars World, Inc.
- 3.61 Articles of Incorporation of Southern Illinois Riverboat/casino Cruises, Inc.
- 3.62 Bylaws of Southern Illinois Riverboat/casino Cruises, Inc.
- 3.63 Articles of Incorporation of Casino Computer Programming, Inc.
- 3.64 Bylaws of Casino Computer Programming, Inc.
- 3.65 Articles of Incorporation of Roman Entertainment Corporation of Indiana
- 3.66 Bylaws of Roman Entertainment Corporation of Indiana
- 3.67 Certificate of Incorporation of Roman Holding Corporation of Indiana
- 3.68 Bylaws of Roman Holding Corporation of Indiana
- 3.69 Restated Articles of Organization of Caesars Riverboat Casino, LLC
- 3.70 Amended and Restated Operating Agreement of Caesar's Riverboat Casino, LLC
- 3.71 Articles of Incorporation of Horseshoe Hammond, LLC, As Amended
- 3.72 Operating Agreement of Horseshoe Hammond, LLC
- 3.73 Articles of Incorporation of Players Bluegrass Downs, Inc.
- 3.74 Bylaws of Players Bluegrass Downs, Inc.
- 3.75 Articles of Organization of Harrah's Bossier City Investment Company, LLC
- 3.76 Limited Liability Company Agreement of Harrah's Bossier City Investment Company
- 3.77 Articles of Organization of Horseshoe Shreveport, LLC
- 3.78 Second Amended and Restated Articles of Organization of Jazz Casino Company, LLC
- 3.79 Second Amended and Restated Operating Agreement of Jazz Casino Company, LLC
- 3.80 Articles of Organization of JCC Fulton Developement, LLC, As Amended
- 3.81 Second Amended and Restated Operating Agreement of JCC Fulton Development, LLC
- 3.82 Articles of Organization of Players Riverboat II, LLC
- 3.83 Limited Partnership Agreement of Horseshoe Entertainment
- 3.84 Articles of Incorporation of BL Development Corp.
- 3.85 Bylaws of BL Development Corp.
- 3.86 Articles of Incorporation of Gca Acquisition Subsidiary, Inc.
- 3.87 Bylaws of Gca Acquisition Subsidiary, Inc.
- 3.88 Second Amended and Restated Articles of Incorporation of Grand Casinos, Inc.
- 3.89 Amended and Restated Bylaws of Grand Casinos, Inc.
- 3.90 Second Amended and Restated Articles of Incorp. of Grand Media Buying, Inc.
- 3.91 Bylaws of Grand Media Buying, Inc.
- 3.92 Articles of Incorporation of Grand Casinos of Biloxi, LLC
- 3.93 Operating Agreement of Grand Casinos of Biloxi, LLC
- 3.94 Articles of Incorporation of Bally's Tunica, Inc.
- 3.95 Bylaws of Bally's Tunica, Inc.
- 3.96 Articles of Incorporation of East Beach Development Corporation
- 3.97 Bylaws of East Beach Development Corporation
- 3.98 Articles of Incorporation of Robinson Property Group Corp.
- 3.99 Bylaws of Robinson Property Group Corp.
- 3.100 Certificate of Formation of Grand Casinos of Mississippi, Llc-gulfport
- 3.101 LTD. Liability Co. Operating Agm't of Grand Casinos of Mississippi, Llc-gulfport
- 3.102 Articles of Organization of Harrah's North Kansas City I, LLC
- 3.103 Operating Agreement of Harrah's North Kansas City I, LLC
- 3.104 Articles of Incorporation of B I Gaming Corporation
- 3.105 Bylaws of B I Gaming Corporation
- 3.106 Articles of Incorporation of Benco, Inc., As Amended
- 3.107 Bylaws of Benco, Inc.
- 3.108 Articles of Incorporation of Caesars Entertainment Golf, Inc., As Amended
- 3.109 Bylaws of Caesars Entertainment Golf, Inc.
- 3.110 Articles of Inc. of Caesars Entertainment Akwesasne Consulting Corp., As Amended
- 3.111 Bylaws of Caesars Entertainment Akwesasne Consulting Corp.
- 3.112 Articles of Incorp. of Caesars Entertainment Canada Holding, Inc., As Amended
- 3.113 Bylaws of Caesars Entertainment Canada Holding, Inc.
- 3.114 Articles of Incorporation of Caesars Entertainment Finance Corp., As Amended
- 3.115 Bylaws of Caesars Entertainment Finance Corp.
- 3.116 Articles of Incorporation of Caesars Entertainment Retail, Inc.
- 3.117 Bylaws of Caesars Entertainment Retail, Inc.
- 3.118 Articles of Incorporation of Caesars Palace Realty Corp.
- 3.119 Bylaws of Caesars Palace Realty Corp.
- 3.120 Articles of Incorporation of Caesars Palace Sports Promotions, Inc.
- 3.121 Amended and Restated Bylaws of Caesars Palace Sports Promotions, Inc.
- 3.122 Articles of Incorporation of Caesars United Kingdom, Inc.
- 3.123 Bylaws of Caesars United Kingdom, Inc.
- 3.124 Articles of Incorporation of Caesars World Merchandising, Inc.
- 3.125 Bylaws of Caesars World Merchandising, Inc.
- 3.126 Articles of Incorporation of Cei-sullivan County Development Company
- 3.127 Bylaws of Cei-sullivan County Development Company
- 3.128 Articles of Incorporation of Consolidated Supplies, Services and Systems
- 3.129 Bylaws of Consolidated Supplies, Services and Systems
- 3.130 Articles of Incorporation of Desert Palace, Inc., As Amended
- 3.131 Bylaws of Desert Palace, Inc.
- 3.132 Articles of Incorporation of Dusty Corporation
- 3.133 Bylaws of Dusty Corporation
- 3.134 Articles of Incorporation of FHR Corporation
- 3.135 Bylaws of FHR Corporation
- 3.136 Articles of Incorporation of Flamingo-laughlin, Inc., As Amended
- 3.137 Bylaws of Flamingo-laughlin, Inc.
- 3.138 Articles of Incorporation of Harrah's Alabama Corporation
- 3.139 Amended and Restated Bylaws of Harrah's Alabama Corporation
- 3.140 Articles of Incorporation of Harrah's Arizona Corporation
- 3.141 Amended and Restated Bylaws of Harrah's Arizona Corporation
- 3.142 Articles of Incorporation of Harrah's Illinois Corporation
- 3.143 Amended and Restated Bylaws of Harrah's Illinois Corporation
- 3.144 Articles of Incorporation of Harrah's Imperial Palace Corp.
- 3.145 Bylaws of Harrah's Imperial Palace Corp.
- 3.146 Articles of Incorporation of Harrah's Interactive Investment Company
- 3.147 Amended and Restated Bylaws of Harrah's Interactive Investment Company
- 3.148 Articles of Incorporation of Harrah's Investments, Inc.
- 3.149 Amended and Restated Bylaws of Harrah's Investments, Inc.
- 3.150 Articles of Incorporation of Harrah's Kansas Casino Corporation
- 3.151 Amended and Restated Bylaws of Harrah's Kansas Casino Corporation
- 3.152 Articles of Incorporation of Harrah's Management Company, As Amended
- 3.153 Amended and Restated Bylaws of Harrah's Management Company
- 3.154 Articles of Incorporation of Harrah's Marketing Services Corporation
- 3.155 Bylaws of Harrah's Marketing Services Corporation
- 3.156 Certificate of Incorporation of Harrah's Maryland Heights Operating Company
- 3.157 Amended and Restated Bylaws of Harrah's Maryland Heights Operating Company
- 3.158 Articles of Incorporation of Harrah's New Orleans Mangement Company, As Amended
- 3.159 Amended and Restated Bylaws of Harrah's New Orleans Management Company
- 3.160 Articles of Incorporation of Harrah's Pittsburgh Management Company, As Amended
- 3.161 Amended and Restated Bylaws of Harrah's Pittsburgh Management Company
- 3.162 Articles of Incorporation of Harrah's Reno Holding Company, Inc., As Amended
- 3.163 Bylaws of Harrah's Reno Holding Company, Inc.
- 3.164 Articles of Incorporation of Harrah's Southwest Michigan Casino Corporation
- 3.165 Amended and Restated Bylaws of Harrah's Southwest Michigan Casino Corporation
- 3.166 Aricles of Incorporation of Harrah's Travel, Inc.
- 3.167 Bylaws of Harrah's Travel, Inc.
- 3.168 Articles of Incorporation of Harrah's Tunica Corporation, As Amended
- 3.169 Amended and Restated Bylaws of Harrah's Tunica Corporation
- 3.170 Articles of Incorporation of Harrah's Vicksburg Corporation, As Amended
- 3.171 Amended and Restated Bylaws of Harrah's Vicksburg Corporation
- 3.172 Articles of Incorporation of Harveys BR Management Company, Inc.
- 3.173 Bylaws of Harveys BR Management Company, Inc.
- 3.174 Articles of Incorporation of Harveys C.C. Management Company, Inc., As Amended
- 3.175 Revised Bylaws of Harveys C.C. Management Company, Inc.
- 3.176 Articles of Incorporation of Harveys Iowa Management Company, Inc.
- 3.177 Bylaws of Harveys Iowa Management Company, Inc.
- 3.178 Articles of Incorporation of HBR Realty Company, Inc.
- 3.179 Bylaws of HBR Realty Company, Inc.
- 3.180 Articles of Incorporation of HCR Services Company, Inc
- 3.181 Bylaws of HCR Services Company, Inc.
- 3.182 Articles of Incorporation of Hei Holding Company One, Inc.
- 3.183 Bylaws of Hei Holding Company One, Inc.
- 3.184 Articles of Incorporation of Hei Holding Company Two, Inc.
- 3.185 Bylaws of Hei Holding Company Two, Inc.
- 3.186 Articles of Incorporation of Las Vegas Resort Development, Inc., As Amended.
- 3.187 Bylaws of Las Vegas Resort Development, Inc.
- 3.188 Articles of Incorporation of LVH Corporation
- 3.189 Bylaws of LVH Corporation
- 3.190 Articles of Incorporation of Parball Corporation
- 3.191 Bylaws of Parball Corporation
- 3.192 Articles of Incorporation of Players Development, Inc.
- 3.193 Bylaws of Players Development, Inc.
- 3.194 Articles of Incorporation of Players Resources, Inc.
- 3.195 Bylaws of Players Resources, Inc.
- 3.196 Articles of Incorporation of Reno Projects, Inc.
- 3.197 Bylaws of Reno Projects, Inc.
- 3.198 Articles of Incorporation of Rio Development Company, Inc., As Amended
- 3.199 Bylaws of Rio Development Company, Inc., As Amended
- 3.200 Articles of Incorporation of Tele/info, Inc.
- 3.201 Bylaws of Tele/info, Inc.
- 3.202 Articles of Incorporation of Trigger Real Estate Corporation
- 3.203 Bylaws of Trigger Real Estate Corporation
- 3.204 Articles of Organization of 190 Flamingo, LLC
- 3.205 Operating Agreement of 190 Flamingo, LLC
- 3.206 Articles of Organization of Caesars India Sponsor Company, LLC
- 3.207 Operating Agreement of Caesars India Sponsor Company, LLC
- 3.208 Articles of Organization of Corner Investment Company, LLC, As Amended
- 3.209 Amended and Restated Operating Agreement of Corner Investment Company, LLC
- 3.210 Articles of Organization of DCH Exchange, LLC
- 3.211 Operating Agreement of DCH Exchange, LLC
- 3.214 Articles of Organization of Harrah's Bossier City Management Company, LLC
- 3.215 Operating Agreement of Harrah's Bossier City Management Company, LLC
- 3.216 Articles of Organization of Harrah's Chester Downs Management Company, LLC
- 3.217 Operating Agreement of Harrah's Chester Downs Management Company, LLC
- 3.218 Articles of Organization of Harrah's License Company, LLC
- 3.219 Operating Agreement of Harrah's License Company, LLC
- 3.220 Articles of Organization of Harrah's Shreveport Investment Company, LLC
- 3.221 Operating Agreement of Harrah's Shreveport Investment Company, LLC
- 3.222 Articles of Organization of Harrah's Shreveport Management Company, LLC
- 3.223 Operating Agreement of Harrah's Shreveport Management Company, LLC
- 3.224 Articles of Organization of H-bay, LLC
- 3.225 Articles of Organization of Hcal, LLC
- 3.226 Operating Agreement of Hcal, LLC
- 3.227 Articles of Organization of HHLV Management Company, LLC, As Amended
- 3.228 Operating Agreement of HHLV Management Company, LLC
- 3.229 Articles of Organization of Hole In the Wall, LLC
- 3.230 Amended and Restated Operating Agreement of Hole In the Wall, LLC
- 3.231 Articles of Organization of Horseshoe GP, LLC
- 3.232 Operating Agreement of Horseshoe GP, LLC
- 3.233 Articles of Organization of Koval Investment Company, LLC
- 3.234 Operating Agreement of Koval Investment Company, LLC
- 3.235 Articles of Organization of Las Vegas Golf Management, LLC, As Amended
- 3.236 Amended and Restated Operating Agreement of Las Vegas Golf Management, LLC
- 3.237 Articles of Organization of Nevada Marketing, LLC
- 3.238 Operating Agreement of Nevada Marketing, LLC
- 3.239 Articles of Organization of Players Holding, LLC
- 3.240 Articles of Organization of Players International, LLC
- 3.241 Articles of Organization of Players LC, LLC
- 3.242 Articles of Organization of Players Maryland Heights Nevada, LLC
- 3.243 Articles of Organization of Players Riverboat Management, LLC
- 3.244 Articles of Organization of Players Riverboat, LLC
- 3.245 Articles of Organization of Roman Empire Development, LLC
- 3.246 Articles of Organization of TRB Flamingo, LLC, As Amended
- 3.247 Amended and Restated Operating Agreement of TRB Flamingo, LLC
- 3.248 Certificate of Limited Partnership of New Gaming Capital Partnership, As Amended
- 3.249 Second Amended and Restated Limited Partnership Agreement of New Gaming Capital
- 3.250 Certificate of Incorporation of Bally's Park Place, Inc., As Amended
- 3.251 Amended and Restated Bylaws of Bally's Park Place, Inc.
- 3.252 Certificate of Incorporation of Boardwalk Regency Corporation, As Amended
- 3.253 Bylaws of Boardwalk Regency Corporation
- 3.254 Certificate of Incorporation of Caesars New Jersey, Inc., As Amended
- 3.255 Amended and Restated Bylaws of Caesars New Jersey, Inc.
- 3.256 Certificate of Incorporation of Caesars World Marketing Corporation
- 3.257 Bylaws of Caesars World Marketing Corporation
- 3.258 Certificate of Incorporation of Gnoc, Corp., As Amended
- 3.259 Bylaws of Gnoc, Corp.
- 3.260 Certificate of Incorporation of Martial Development Corp.
- 3.261 Bylaws of Martial Development Corp.
- 3.262 Certificate of Incorporation of Players Services, Inc.
- 3.263 Bylaws of Players Services, Inc.
- 3.264 Certificate of Formation of Atlantic City Country Club 1, LLC
- 3.265 Operating Agreement of Atlantic City Country Club 1, LLC
- 3.266 Articles of Organization of Harrah's NC Casino Company, LLC
- 3.267 Operating Agreement of Harrah's NC Casino Company, LLC
- 3.268 Articles of Incorporation of Harrah South Shore Corporation, As Amended
- 3.269 Amended and Restated Bylaws of Harrah South Shore Corporation
- 3.270 Certificate of Formation of Showboat Atlantic City Mezz 1, LLC
- 3.271 Amended and Restated Operating Agreement of Showboat Atlantic City Mezz 1, LLC
- 3.272 Certificate of Formation of Showboat Atlantic City Mezz 2, LLC
- 3.273 Amended and Restated Operating Agreement of Showboat Atlantic City Mezz 2, LLC
- 3.274 Certificate of Formation of Showboat Atlantic City Mezz 3, LLC
- 3.275 Amended and Restated Operating Agreement of Showboat Atlantic City Mezz 3, LLC
- 3.276 Certificate of Formation of Showboat Atlantic City Mezz 4, LLC
- 3.277 Amended and Restated Operating Agreement of Showboat Atlantic City Mezz 4, LLC
- 3.278 Certificate of Formation of Showboat Atlantic City Mezz 5, LLC
- 3.279 Amended and Restated Operating Agreement of Showboat Atlantic City Mezz 5, LLC
- 3.280 Certificate of Formation of Showboat Atlantic City Mezz 6, LLC
- 3.281 Amended and Restated Operating Agreement of Showboat Atlantic City Mezz 6, LLC
- 3.282 Certificate of Formation of Showboat Atlantic City Mezz 7, LLC
- 3.283 Amended and Restated Operating Agreement of Showboat Atlantic City Mezz 7, LLC
- 3.284 Certificate of Formation of Showboat Atlantic City Mezz 8, LLC
- 3.285 Amended and Restated Operating Agreement of Showboat Atlantic City Mezz 8, LLC
- 3.286 Certificate of Formation of Showboat Atlantic City Mezz 9, LLC
- 3.287 Amended and Restated Operating Agreement of Showboat Atlantic City Mezz 9, LLC
- 3.288 Certificate of Formation of Showboat Atlantic City Propco, LLC
- 3.289 Amended and Restated Operating Agreement of Showboat Atlantic City Propco, LLC
- 3.290 Certificate of Formation of Tahoe Garage Propco, LLC
- 3.291 Amended and Restated Operating Agreement of Tahoe Garage Propco, LLC
- 3.292 Articles of Incorporation of Harveys Tahoe Management Company, Inc.
- 3.293 Bylaws of Harveys Tahoe Management Company, Inc.
- 3.294 Articles of Incorporation of HTM Holding, Inc.
- 3.295 Bylaws of HTM Holding, Inc.
- 3.296 Articles of Incorporation of Showboat Holding, Inc.
- 3.297 Bylaws of Showboat Holding, Inc.
- 3.298 Articles of Organization of DCH Lender, LLC
- 3.299 Operating Agreement of DCH Lender, LLC
- 3.300 Articles of Organization of Durante Holdings, LLC
- 3.301 Amended and Restated Operating Agreement of Durante Holdings, LLC
- 3.302 Articles of Organization of Caesars Entertainment Development, LLC, As Amended
- 3.303 Amended and Restated Operating Agm't of Caesars Entertainment Development, LLC
- 3.304 Certificate of Incorporation of Ocean Showboat, Inc., As Amended
- 3.305 Amended and Restated Bylaws of Ocean Showboat, Inc.
- 3.306 Certificate of Formation of Showboat Atlantic City Operating Company, LLC
- 3.307 Limited Liability Company Agreement of Showboat Atlantic City Operating Co., LLC
- 12 Computation of Ratio of Earnings to Fixed Charges
- 21 Subsidiaries of Harrah's Entertainment, Inc.
- 23.1 Consent of Independent Registered Public Accounting Firm
- 25 Form T-1 Statement of Eligibility Under the Trust Indenture Act of 1939
- 99.1 Form of Letter of Transmittal
- 99.2 Form of Notice of Guaranteed Delivery
- 99.3 Form of Letter to Brokers
- 99.4 Form of Letter to Clients
Exhibit 3.37
CERTIFICATE OF FORMATION
OF
HARRAH’S SHREVEPORT/BOSSIER CITY INVESTMENT COMPANY, LLC
This Certificate of Formation of Harrah’s Shreveport/Bossier City Investment Company, LLC (the “Company”) is being executed by the undersigned, as an authorized person, for the purpose of forming a limited liability company pursuant to the Delaware Limited Liability Company Act.
1. | The name of the limited liability company is Harrah’s Shreveport/Bossier City Investment Company, LLC. |
2. | The address of its registered office in the State of Delaware is 2711 Centerville Road, Suite 400 in the City of Wilmington, Delaware 19808. The name of its Registered agent at such address is Corporation Service Company. |
3. | The Company will have a perpetual existence. |
4. | Any equity securities of this Company are held subject to the condition that the Company has the absolute right to redeem such securities by action of the member(s) of the Company, if, (A) in the judgment of the member(s) of the Company, any holder of the securities is determined by any gaming regulatory agency to be unsuitable, or has an application for a license or permit rejected, or has a previously issued license or permit rescinded, suspended, revoked or not renewed, as the case may be, or that such action otherwise should be taken to the extent necessary to avoid any regulatory sanctions or, to prevent the loss of or secure the reinstatement of any gaming license, franchise or entitlement from any governmental agency held by the Company, any affiliate of the Company or any entity in which such Company or affiliate is an owner, which gaming license, franchise or entitlement is: (i) conditioned upon some or all of the holders of securities possessing prescribed qualifications, or (ii) needed to allow the conduct of any portion of the business of the Company or any such affiliate or other entity; or (B) the holder of any equity security of this Company fails to enforce the provisions of the last paragraph of this Section 4 against its direct owners or any parties Controlled by, Controlling, or under common Control with such holder; provided that no holder of any equity security of this Company whose equity securities are |
publicly traded pursuant to the Securities Exchange Act of 1934, as amended, and traded on the New York Stock Exchange, the American Stock Exchange, or NASDAQ be required to enforce the provisions of the last paragraph of this Section 4. For purposes of this Section 4, “Control” shall mean the ability, whether by the direct or indirect ownership of shares or other equity interest, by contract or otherwise, to elect a majority of the directors of a corporation, to select the managing partner of a partnership or to control a majority of the members of the governing board of such partnership representing any single partner, or otherwise to select, or have the power to remove and select, a majority of those persons exercising governing authority over an entity, and, in the case of a limited partnership shall mean the sole general partner, all of the general partners to the extent each has equal management control and authority, or the managing general partner or managing general partners thereof. |
The terms of such redemption shall permit the Company to redeem the equity securities of a disqualified holder at a redemption price equal to the fair market value of such securities, excluding any dividends or other remuneration thereon from the date the Company receives notice of a determination of unsuitability or disqualification from the government agency, or in such lesser amount as may be specified by any applicable gaming law, regulation or rule.
From and after the redemption date or such earlier date as mandated by any applicable gaming law, regulation or rule, any and all rights of whatever nature, which may be held by the owners of any equity securities of the Company selected for redemption (including any rights to vote or participate in any distributions of the Company), shall cease and terminate and they shall thereafter be entitled only to receive that amount payable upon redemption.
The holder of any equity security of this Company shall require that the articles of incorporation, charters, partnership agreements or other formative documents of each person or entity owning a direct interest in such holder or who are Controlled by, Control, or under common Control with such holder (other than a holder who has been exempted from a suitability determination by any gaming regulatory agency) shall incorporate the provisions of this Section 4 into their formative documents; provided that no holder of any equity security of this Company whose equity securities are publicly traded pursuant to the Securities Exchange Act of 1934, as amended, and traded on the New York Stock Exchange, the American Stock Exchange, or NASDAQ shall be required to incorporate the provisions of this Section 4 into their formative documents.
IN WITNESS WHEREOF,the undersigned has executed this Certificate of Formation of Harrah’s Shreveport/Bossier City Investment Company, LLC this 30th day of August, 2002.
BY: | /s/ PAULETTE FARQUHAR | |
NAME: | Paulette Farquhar |
CERTIFICATE OF AMENDMENT TO CERTIFICATE OF FORMATION
OF
HARRAH’S SHREVEPORT/BOSSIER CITY INVESTMENT COMPANY, LLC
It is hereby certified that:
1. The name of the limited liability company (hereinafter called the “limited liability company”) is Harrah’s Shreveport/Bossier City Investment Company, LLC.
2. The Certificate of Formation of the limited liability company is hereby amended by striking out paragraph 4 thereof and by substituting in lieu of said paragraph 4 the following new paragraph 4:
“4. Any equity securities of the Company may be redeemed in accordance with the terms and conditions set forth in the Operating Agreement of the Company.”
IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment to Certificate of Formation of Harrah’s Shreveport/Bossier City Investment Company, LLC this 10th day of December, 2002.
By: | /s/ PAULETTE FARQUHAR | |
Name: | Paulette Farquhar, Authorized Person |