OPERATING AGREEMENT
OF
JAZZ CASINO COMPANY, L.L.C
This Operating Agreement (this "Agreement") of Jazz Casino Company, L.L.C.
(the "Company") is entered into and shall be effective as of the 9th day of
December, 1997, by and between:
JCC Holding Company, a Delaware corporation (the "Member"), whose
address is 0000 Xxxxxx Xxxx, Xxxxxxx, Xxxxxxxxx 00000; and
Jazz Casino Company, L.L.C., a Louisiana limited liability company,
whose address is 000 Xxxxx Xxxxxx Xxxxxx, Xxx Xxxxxxx, Xxxxxxxxx
00000;
pursuant to the provisions of the Louisiana Limited Liability Company Law,
LSA-R.S. 12:1301, ET SEQ. (the "Act"), and on the following terms and
conditions:
1. FORMATION. The Member has caused the Company to be formed as a
limited liability company pursuant to the provisions of the Act, and upon the
terms and conditions set forth in the Articles (as defined below) and this
Agreement.
2. OPERATING AGREEMENT. This Agreement shall be considered the
"operating agreement" of the Company within the meaning of Section 1301A(16) of
the Act. The rights and obligations of the Member and the administration and
termination of the Company shall be governed by this Agreement, the Articles and
the Act; provided, however, that to the extent this Agreement is inconsistent in
any respect with the Act, this Agreement shall control.
3. COMPANY NAME. The name of the Company Jazz Casino Company, L.L.C.
4. PURPOSE. The business and purpose of the Company shall be to engage
in any activity for which limited liability companies may be engaged under
applicable law (including, without limitation, the Act).
5. CLASSIFICATION FOR FEDERAL INCOME TAX PURPOSES. Pursuant to Treasury
Regulation Section 301.7701-3, it is intended that the Company be disregarded as
an entity separate from the Company's sole Member for federal income tax
purposes.
6. PRINCIPAL PLACE OF BUSINESS AND MAILING ADDRESS. The principal place
of business of the Company shall be located at 000 Xxxxx Xxxxxx Xxxxxx, Xxx
Xxxxxxx, Xxxxxxxxx 00000, and the mailing address of the Company shall be 000
Xxxxx Xxxxxx Xxxxxx, Xxx Xxxxxxx, Xxxxxxxxx 00000. The Member may change the
principal place of business and/or mailing address of the Company to any other
place or address, respectively, within or without the State of Louisiana at any
time without an amendment to this Agreement.
7. REGISTERED AGENT AND REGISTERED OFFICE. The registered office and
registered agent of the Company in the State of Louisiana shall be as the Member
may designate from time to time.
8. TERM. The term of the Company shall commence on the date the
Company's separate existence begins under the Act as a result of the filing of
the articles of organization described in Section 1305 of the Act (the
"Articles") in the office of the Secretary of State of Louisiana in accordance
with the Act and shall continue in perpetuity unless its business and affairs
are earlier wound up following dissolution at such time as this Agreement may
specify.
9. MEMBERS. JCC Holding Company, is the sole "member" of the Company,
within the meaning of Section 1301A(13) of the Act.
10. CAPITAL CONTRIBUTIONS. Within 120 days of the effective date of this
Agreement, the Member shall contribute to the capital of the Company cash in the
amount of $100.00. The Member shall not be required to make any other or
additional contribution to the capital of the Company but may, in its sole and
absolute discretion, make additional contributions to the capital of the
Company.
11. MANAGEMENT OF COMPANY. All decisions relating to the business affairs
and properties of the Company shall be made by the Member in its capacity as the
sole member of the Company. The Member may appoint a President and one or more
Vice Presidents and such other officers of the Company as the Member may deem
necessary or advisable to manage the day-to-day business affairs of the Company
(the "Officers"). The Officers shall serve at the pleasure of the Member. To
the extent delegated by the Member, the Officers shall have the authority to act
on behalf of, bind and execute and deliver documents in the name and on behalf
of the Company. No such delegation shall cause the Member to cease to be a
Member. Such Officers, when and if appointed by the Member, shall have such
authority and responsibility as is generally attributable to the holders of such
offices in corporations incorporated under the laws of Louisiana. In addition,
until such time as such delegation of authority is revoked by the Member in its
sole and absolute discretion, the President, when and if appointed by the
Member, is hereby authorized to take any and all actions consistent with the
purposes of the Company that he or she believes is in the best interests of the
Company.
12. LIMITATION OF LIABILITY AND INDEMNIFICATION OF MEMBER. The Member
shall not be personally liable for monetary damages for breach of any duty
provided for in LSA-R.S. 12:1314. The Company shall defend, indemnify and hold
harmless the Member against judgments, settlements, penalties, fines or expenses
incurred because such person or entity is or was a member of the Company.
13. INDEMNIFICATION OF OFFICERS AND EMPLOYEES. The Company may, in its
sole and absolute discretion, defend, indemnify and hold harmless the Officers,
employees or agents of the Company against judgments, settlements, penalties,
fines or expenses incurred because such
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person is or was an Officer, employee or agent of the Company, except in the
case of an Officer's, employee's or agent's fraud, willful misconduct,
malfeasance or bad faith.
14. PROFITS AND LOSSES. Profits and losses and each item of income, gain,
loss, deduction and credit of the Company shall be allocated 100% to the Member.
15. DISTRIBUTIONS. The Company shall distribute cash or other property
from time to time 100% to the Member in such amount or of such type and at such
times as the Member may determine.
16. COMPANY BOOKS AND RECORDS. In addition to the records required to be
maintained pursuant to Section 1319 of the Act, the Company shall maintain
separate books and records of accounts for the Company in such manner and form
as the Member deems appropriate.
17. DISSOLUTION AND WINDING UP. The Company shall dissolve at the time
and date specified in, and its business and affairs shall be wound up pursuant
to, a written instrument executed by the Member. If the Member's membership in
the Company ceases as a result of the Member's dissolution or termination as an
entity at a time when the Company has no other member, the successors in
interest of the Member with respect to its interest in the Company shall become
substitute members in the Company upon the occurrence of such event, each
holding a proportionate membership interest in the Company in accordance with
their interest as a successor to the Member, and the Company shall not dissolve.
18. AMENDMENTS. This Agreement and the Articles may be amended or
modified from time to time only by written instrument executed by the Member or
a majority in interest of the members, if there is more than one member, and by
the Company.
19. GOVERNING LAW. The validity and enforceability of this Agreement
shall be governed by and construed in accordance with the laws of the State of
Louisiana without regard to otherwise governing principles of conflicts of law.
[Signature Page To Follow]
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IN WITNESS WHEREOF, the parties have entered into this Operating Agreement
of Jazz Casino Company, L.L.C., effective as of the day first above set forth.
JCC HOLDING COMPANY,
a Delaware corporation
By:
------------------------------
Xxxxx X. Xxxx
Its: President
JAZZ CASINO COMPANY, L.L.C.,
a Louisiana limited liability company
By: JCC HOLDING COMPANY,
a Delaware corporation
Its: Sole Member
By:
------------------------
Xxxxxxxxx X. Xxxxxxx
Its: Vice President
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