CP BATON ROUGE CASINO, L.L.C. LIMITED LIABILITY COMPANY OPERATING AGREEMENT
Exhibit
3.16(a)
CP BATON ROUGE CASINO, L.L.C.
THIS LIMITED LIABILITY COMPANY OPERATING AGREEMENT is made and entered into as of January 3, 2007, by and among CP Baton Rouge Casino, L.L.C, a Louisiana limited
liability company (the “Company”) and Wimar OpCo, LLC (the “Member”). The parties hereto, intending
to be legally bound, agree as follows:
1. Formation of Limited Liability Company. The Company was organized as a limited
liability company pursuant to the Louisiana Limited Liability Company Law, R.S. 12:1301, et seq,
(the “Act”) by the filing of Articles of Organization on June 14, 2005 (the “Articles”), with the
Secretary of State of Louisiana as required by the Act. The Member hereby adopts and ratifies the
Articles, as amended and restated, a copy of which is attached as Exhibit A hereto, and
ratifies the actions of the Company’s organizer. In the event of a conflict between the terms of
this Operating Agreement and the terms of the Articles, the terms of the Articles shall prevail.
2. Name. The name of the Company shall be CP Baton Rouge Casino, L.L.C.
3. Statutory Agent. The Company’s statutory agent shall be J. Xxxxx Xxxxxx, 000 Xx.
Xxxxxxx Xxxxxx, Xxx Xxxxxxx, Xxxxxxxxx 00000. The Member may, at any time and from time to time,
change the statutory agent of the Company.
4. Purpose. The Company is formed for the purpose of engaging in any activity
in which limited liability companies may lawfully engage. The Company shall have all the powers
necessary, incidental or convenient to effect any purpose for which it is formed, including all
powers granted by the Act.
5. Fiscal Year. The fiscal year of the Company shall be the calendar year or such
other fiscal year as the Member shall determine pursuant to the provisions of Code Section
706(b).
6. Term. The Company was formed on the date of filing of the Articles of Organization
and its period of existence shall be perpetual.
7. Initial Capital Contribution. Upon execution of this Agreement, the Member shall
contribute to the Company cash, property, services rendered, promissory notes or any other binding
obligation to contribute cash or property or to perform services of the type and in the amount set
forth opposite the Member’s name on Schedule 1 attached hereto. In exchange for such
capital contribution, the Member shall receive the number of units of ownership interest in the
Company (“Units”) set forth opposite the Member’s name on Schedule 1. The Member hereby
acknowledges and agrees that the Units are being purchased for the Member’s own account and for
investment purposes only and not for resale in connection with the distribution or public offering
of the Units within the meaning of the Securities Act of 1933, the Louisiana Securities Act, or any
other applicable securities laws and rules.
8. Certification. A Member’s interest in the Company may be evidenced by a certificate
of limited liability company interest issued by the Company. Each such certificate shall set forth
the number of Units issued and outstanding and the number of Units issued to the holder of the
certificate, as of the date of the certificate, and shall be signed by an officer on behalf of the
Company. Membership interests issued by the Company (i) shall constitute securities governed by La.
R.S. 10:8-103(c) and (ii) shall be evidenced by certificates, each of which shall bear the
following legend: “This certificate evidences an interest in CP Baton Rouge Casino, L.L.C. and
shall be a security for purposes of Article 8 of the Uniform Commercial Code, as adopted in the
State of Louisiana.”
9. Limited Liability. The Member shall not be personally liable to satisfy any
judgment, decree, or order of a court for, or be personally liable to satisfy in any other manner,
any debt, obligation, or liability of the Company solely by reason of being a Member.
10. Management and Control in General. The Member shall have full and exclusive power
to manage and control the business and affairs of the Company. The Member is the agent of the
Company for the purpose of its business. Any act of the Member in apparently carrying on in the
usual way the business of the Company shall bind the Company.
11. Officers. The Member may elect a president, one or more vice presidents,
treasurer, secretary and such other officer or officers as it may deem necessary. Any two or more
of such offices may be held by the same person. The officers of the Company shall hold office until
their successors are elected and qualified, or for such order period as the Member may provide, but
any officer may be removed at any time, with or without cause, by the Member without prejudice to
the contract rights, if any, of the officers who were removed. The Member may fill any vacancy in
the office at any time. All of the officers of the Company shall at all times be and remain subject
to the direction or control of the Member.
12. Transfer of Units. The Member may transfer all or any portion of the Units at any
time and, unless in the instrument of transfer the Member withholds the membership rights with
respect to the transferred Units, such transferee shall be admitted as a Member and shall be
entitled to all membership rights with respect to the transferred Units.
13. Unit Journal. The Member shall maintain a journal of ownership of all of the
outstanding Units containing the name and address of each Member, the number of Units held and
whether such Unit holder is a Member (the “Journal”). The Unit Journal shall be conclusive evidence
of the ownership of the Units and status as a Member absent manifest error.
14. Dissolution of the Company. The Company shall be dissolved upon the action of the
Member or Members holding a majority of the Units held by all the Members.
15. Governing Law. This Agreement shall be governed by and construed in accordance
with the laws of the State of Louisiana.
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16. Entire Agreement; Amendment of Agreement. This Agreement constitutes the entire
understanding of the parties hereto with respect to the subject matter hereof and supersedes any
and all prior negotiations, understandings and agreements in regard hereto. This Agreement may be
amended only by a written amendment signed by the Member.
17. No Third Party Rights. This Agreement and the covenants and agreements contained
herein are solely for the benefit of the parties hereto. No other person shall be entitled to
enforce or make any claims, or have any right pursuant to the provisions of this Agreement.
The undersigned have signed this Agreement as of the date set forth above.
| CP BATON ROUGE CASINO, L.L.C. | MEMBER: | |||||||||||||
| By: | Wimar OpCo, LLC | WIMAR OPCO, LLC | ||||||||||||
| Its: | Sole Member | |||||||||||||
| By: | Wimar Tahoe Corporation | By: | Wimar Tahoe Corporation | |||||||||||
| Its: | Manager | Its: | Manager | |||||||||||
| By: | /s/ XXXXXXX X. XXXX | By: | /s/ XXXXXXX X. XXXX | |||||||||||
| Name: | XXXXXXX X. XXXX | Name: | XXXXXXX X. XXXX | |||||||||||
| Title: | PRESIDENT | Title: | PRESIDENT | |||||||||||
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SCHEDULE 1
SCHEDULE OF INITIAL MEMBER, CAPITAL CONTRIBUTIONS AND UNITS
| Description and Agreed | ||||||||
| Name and Address of Member | Value of Capital Contribution | Units | ||||||
Wimar OpCo, LLC 000 Xxxxxxxxx Xxxxx Xx. Xxxxxxxx, XX 00000 |
$100.00 | 100 | ||||||
