AMENDMENT TO WIMAR OPCO, LLC LIMITED LIABILITY COMPANY OPERATING AGREEMENT
EXHIBIT
3.2(a)
AMENDMENT TO
WIMAR OPCO, LLC
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/ Xxxxxxx X. Xxxx
|
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| Xxxxxxx X. Xxxx, President | ||||||
| WIMAR TAHOE CORPORATION | ||||||
| By: | /s/ Xxxxxxx X. Xxxx
|
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| Xxxxxxx X. Xxxx, President | ||||||
| WIMAR OPCO INTERMEDIATE HOLDINGS, LLC | ||||
| By: Wimar Tahoe Corporation | ||||
| Its: Manager |
| By: | /s/ Xxxxxxx X. Xxxx
|
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| Xxxxxxx X. Xxxx, President | ||||||
