Exhibit 3.26
COLONIAL DOWNS, L.P.
AMENDED AND RESTATED CERTIFICATE OF LIMITED PARTNERSHIP
Pursuant to the provisions of the Virginia Revised Uniform Limited
Partnership Act, Section 50-73.12 of the Code of Virginia of 1950, as amended,
the undersigned, being the sole general partner of Colonial Downs, L.P., a
Virginia limited partnership (the "Partnership"), does hereby sign, acknowledge
and file this Amended and Restated Certificate of Limited Partnership.
RECITALS
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The initial certificate of limited partnership of the Partnership (the
"Initial Certificate") was filed for record in the Clerk's Office of the State
Corporation Commission on September 30, 1993. The Initial Certificate was
amended by a First Amendment to Certificate of Limited Partnership, which was
filed for record in the Clerk's Office of the State Corporation Commission on
June 15, 1994. The Initial Certificate was further amended by a Second Amendment
to Certificate of Limited Partnership, which was filed for record in the Clerk's
Office of the State Corporation Commission on March 21, 1997.
This Amended and Restated Certificate of Limited Partnership is filed to
reflect the withdrawal of the general partners of the Partnership (the
"Withdrawing General Partners") and the admission of a new general partner (the
"Admitted General Partner"). The following are the names and business addresses
of the general partners who have withdrawn:
CD Entertainment Ltd, L.L.C.
1231 Main Avenue
Cleveland, Ohio 44113
Stansley Management Corp.
Post Office Box 456
Providence Forge, Virginia 23140
CERTIFICATE
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1. The name of the Partnership is Colonial Downs, L.P.
2. The post office address of the office where the Partnership records
shall be maintained is as follows:
Post Office Box 456
Providence Forge, Virginia 23140
3. The name of the Partnership's initial registered agent is James L.
Weinberg, Esquire, who is a resident of Virginia and a member of the Virginia
State Bar. The post office address of the initial registered agent, located in
the City of Richmond, is as follows:
Post Office Box 500
701 East Byrd Street
Richmond, Virginia 23218-0500
4. The name and business address of the sole general partner of the
Partnership is as follows:
Stansley Racing Corp., a Virginia corporation
Post Office Box 456
Providence Forge, VA 23140
5. The latest date on which the Partnership is to be dissolved and its
affairs wound up is December 31, 2075.
6. The effective date of this Amended and Restated Certificate of Limited
Partnership shall be the date on which the Certificate is filed with the State
Corporation Commission of the Commonwealth of Virginia.
IN WITNESS WHEREOF, the undersigned have executed and acknowledged this
Amended and Restated Certificate of Limited Partnership, effective as of the
___ day of March, 1997.
STANSLEY MANAGEMENT CORP., a Virginia
corporation, Withdrawing General Partner
By: /s/ Arnold Stansley
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Arnold Stansley, President
STATE OF OHIO
CITY/COUNTY OF LUCAS, to wit:
The foregoing instrument was acknowledged before me this 12/th/ day of
March, 1997 by Arnold Stansley, President of Stansley Management Corp., a
Virginia corporation, Withdrawing General Partner of Colonial Downs, L.P., a
Virginia limited partnership.
/s/ Ronald J. Tice
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Notary Public
RONALD J. TICE, Attorney at Law
My commission expires: ---------------------------------
Notary Public -- State of Ohio
My Commission has no Expiration Date
Section 147.03 O.R.C.
CD ENTERTAINMENT LTD., L.L.C., an Ohio
limited liability company, Withdrawing General
Partner
By: Jacobs Entertainment Ltd., its Manager
By: /s/ Jeffrey P. Jacobs
------------------------------
Jeffrey P. Jacobs, Manager
STATE OF Florida
CITY/COUNTY OF Palm Beach, to wit:
The foregoing instrument was acknowledged before me this 12/th/ day of
March, 1997 by Jeffrey P. Jacobs. Manager of Jacobs Entertainment, Ltd., Manager
of CD Entertainment Ltd., L.L.C., an Ohio limited liability company, Withdrawing
General Partner of Colonial Downs, L.P., a Virginia limited partnership.
/s/ Linda M. De Coursey
------------------------------
Notary Public
LINDA M. De COURSEY
My commission expires: ____________________________
STANSLEY RACING CORP., a Virginia
corporation, Admitted General Partner
By: /s/ Arnold W. Stansley
--------------------------------
Arnold W. Stansley President
STATE OF OHIO
CITY/COUNTY OF Lucas, to wit:
The foregoing instrument was acknowledged before me this 12/th/ day of
March, 1997 by Arnold W. Stansley, President of Stansley Racing Corp., a
Virginia corporation. Admitted General Partner of Colonial Downs, L.P., a
Virginia limited partnership.
/s/ Ronald J. Tice
-----------------------------------
Notary Public
My commission expires: Ronald J. Tice - Attorney at Law
--------------------------------
Notary Public - State of Ohio
My Commission has no Expiration Date
SECTION 147.03 O.R.C.