CERTIFICATE OF LIMITED PARTNERSHIP
OF
EL CONQUISTADOR PARTNERSHIP L.P.
This Certificate of Limited Partnership of El Conquistador Partnership
L.P. (the "Partnership"), is being duly executed and filed by Kumagai Caribbean,
Inc., a Texas corporation, to form a limited partnership.
1. The name of the limited partnership formed hereby is El
Conquistador Partnership L.P.
2. The address of the registered office and the name and address of
the registered agent for the service of process on the Partnership in the State
of Delaware is The Corporation Trust Company, 1209 Orange Street, Wilmington,
New Castle County, Delaware 19801.
3. The name and mailing address of each of the general partners of the
Partnership are:
Kumagai Caribbean, Inc.
1585 Kapiolani Boulevard, Suite 1404
Honolulu, Hawaii 96814
WKA El Con Associates
767 Fifth Avenue - 23rd Floor
New York, NY 10153
KUMAGAI CARIBBEAN, INC.
By: /s/ Shunsuke Nakane
----------------------------
Shunsuke Nakane, President
WKA EL CON ASSOCIATES
By: WMS El Con Corp., Partner
By: /s/ Norman J. Menell
----------------------------
By: Norman J. Menell, President
Dated: January 12, 1990
CERTIFICATE OF AMENDMENT
OF THE
CERTIFICATE OF LIMITED PARTNERSHIP
OF
EL CONQUISTADOR PARTNERSHIP L.P.
(A DELAWARE LIMITED PARTNERSHIP)
The undersigned, being the general partners (the "General Partners")
of EL CONQUISTADOR PARTNERSHIP L.P., a Delaware limited partnership (the
"Partnership"), do hereby certify as follows:
1. The name of the Partnership is EL CONQUISTADOR L.P.
2. The Certificate of Limited Partnership of the Partnership (the
"Certificate") was filed in the Office of the Secretary of State of the State of
Delaware on January 16, 1990.
3. Item 3 of the Certificate is hereby amended to read as follows:
"3. The name and mailing address of each of the general partners
of the Partnership are:
Kumagai Caribbean, Inc.
El San Juan Hotel & Casino
187 East Isla Verde Road
Isla Verde, Puerto Rico 00913
WKA El Con Associates
c/o WMS Industries Inc.
3401 North California Avenue
Chicago, Illinois 60618"
IN WITNESS WHEREOF, the undersigned have executed this Certificate of
Amendment of the Certificate of Limited Partnership this 20th day of March,
1991.
KUMAGAI CARIBBEAN, INC.
By: /s/ Shunsuke Nakane
---------------------------------
Shunsuke Nakane, President
WKA EL CON ASSOCIATES
By: WMS El Con Corp.,
a general partner
By: /s/ Norman J. Menell
---------------------------------
By: Norman J. Menell, President
2
CERTIFICATE OF AMENDMENT
OF THE
CERTIFICATE OF LIMITED PARTNERSHIP
OF
EL CONQUISTADOR L.P.
(A Delaware Limited Partnership)
The undersigned, being a general partner (the "General Partner") of EL
CONQUISTADOR PARTNERSHIP L.P., a Delaware limited partnership (the
"Partnership"), does hereby certify as follows:
1. The name of the Partnership is EL CONQUISTADOR L.P.
2. The Certificate of Limited Partnership of the Partnership (the
"Certificate") was filed in the Office of the Secretary of State of the State of
Delaware on January 16, 1990, as amended by Certificate of Amendment filed on
March 21, 1991, which Certificate erroneously recited in Paragraph 1 that the
name of the Partnership was "EL CONQUISTADOR L.P." and in Paragraph 3 set forth
the amendment to be reflected with respect to the address of the Partnership.
3. This Certificate of Amendment is filed (a) to correct the name of
the Partnership on the records of the Secretary of State of Delaware and (b)
pursuant to the rules promulgated under the Limited Partnership Act the
Certificate is hereby amended to read as follows:
"1. The name of the Partnership is EL CONQUISTADOR PARTNERSHIP L.P."
IN WITNESS WHEREOF, the undersigned has executed this Certificate of
Amendment of the Certificate of Limited Partnership this 2nd day of March, 1992.
WKA EL CON ASSOCIATES
By: WMS El Con Corp.,
a general partner
By: /s/ Neil D. Nicastro
---------------------------------
Neil D. Nicastro,
Executive Vice President
2
AMENDMENT
TO
CERTIFICATE OF LIMITED PARTNERSHIP
OF
EL CONQUISTADOR PARTNERSHIP L.P.
(A Delaware Limited Partnership)
The undersigned, being the general partners (the "General Partners")
of EL CONQUISTADOR PARTNERSHIP L.P., a Delaware limited partnership (the
"Partnership"), do hereby certify as follows:
1. The name of the Partnership is EL CONQUISTADOR PARTNERSHIP L.P.
2. The Certificate of Limited Partnership (the "Certificate") was
filed in the Office of the Secretary of State of the State of Delaware on
January 16, 1990, and was amended by Certificates of Amendment filed on March
21, 1991 and on March 5, 1992, respectively.
3. This Certificate of Amendment is filed to (a) reflect the
withdrawal of Kumagai Caribbean, Inc. as a general partner of the Partnership,
(b) reflect the admission of Conquistador Holding, Inc. as a general partner of
the Partnership, and (c) change the address of WKA El Con Associates, the other
general partner of the Partnership.
4. Item 3 of the Certificate is hereby amended to read as follows:
"3. The name and mailing address of each of the general partners
of the Partnership are:
Conquistador Holding, Inc.
c/o Patriot American Hospitality, Inc.
1950 Stemmons Highway
Suite 6001
Dallas, Texas 75207
WKA El Con Associates
6063 East Isla Verde Avenue
Carolina, Puerto Rico 00979"
IN WITNESS WHEREOF, the undersigned have executed this Certificate of
Amendment of the Certificate of Limited Partnership this 29th day of April,
1998.
CONQUISTADOR HOLDING, INC.
By: /s/ James D. Carreker
------------------------------
Name: James D. Carreker
Title: Chief Executive Officer
WKA EL CON ASSOCIATES
By WHG El CON CORP., a general partner
By: /s/ James D. Carreker
------------------------------
Name: James D. Carreker
Title: Chief Executive Officer
2