JMBS CASINO LLC FIRST AMENDMENT TO LIMITED LIABILITY COMPANY AGREEMENT
EXHIBIT
3.13 (a)
JMBS CASINO LLC
FIRST AMENDMENT TO LIMITED LIABILITY COMPANY AGREEMENT
THIS FIRST AMENDMENT TO LIMITED LIABILITY COMPANY AGREEMENT
(the “Amendment”) is made and entered into as of December 29, 2006 by JMBS CASINO LLC, a
Mississippi limited liability company (the “Company”), and the persons who have executed this
Amendment or a counterpart hereof.
1. Recitals. The Company and the JMBS Casino Trust f/b/o Xxxxxx X. Xxxx, the JMBS
Casino Trust f/b/o Xxxxxx X. Xxxx, the JMBS Casino Trust f/b/o Xxxxxxxx X. Xxxx, the JMBS Casino
Trust f/b/o Xxxxxxx X. Xxxx, XX, the JMBS Casino Trust f/b/o Xxxxx X. Xxxxxx, the JMBS Casino Trust
f/b/o Xxxxxxxx X. Xxxx, and the JMBS Casino Trust f/b/o Xxxxx X. Xxxx (collectively, the “Members”)
are parties to a Limited Liability Company Agreement dated as of February 6, 2002 (the
“Agreement”). Section 9.7 of the Agreement states that the Agreement may be amended only by a
writing signed by the Company, the Members and not less than 5/7 of the then living Yung Siblings
(as defined in the Agreement). The Company, the Members and the Yung Siblings desire to amend the
Agreement in accordance with the terms of this Amendment.
2. Amendment.
(a) Purpose. Section 1.4 of the Agreement is hereby amended and restated in its
entirety as follows:
1.4 Purpose. The Company is formed for the purpose of (i) acquiring,
owning, and operating the riverboat gaming facility known as Bayou Caddy’s Jubilee
Casino and the hotel known as The Greenville Inn & Suites, both in Greenville,
Mississippi, together with all appurtenances and privileges and other real and
personal property related thereto, (ii) becoming the member of Greenville Hotel II,
LLC, a Mississippi limited liability company that operates the Greenville Inn &
Suites in Greenville, Mississippi, (iii) entering into the Financing Documents and
any and all documents contemplated by the Financing Documents and the performance of
the obligations of the Company thereunder, including the grant of guarantees, the
grant of security and the compliance with the affirmative and negative covenants,
registration rights agreements, indemnities, representations and warranties and
other agreements and obligations set forth therein, and (iv) engaging in any other
lawful act or activity. 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.
(b) Management and Control in General. Section 4.1(c) of the Agreement is
hereby amended and restated in its entirety to read as follows:
(c) Without the written consent of the holders of not less than 5/7 of the
outstanding Units and not less than 5/7 of the then living Yung Siblings, the
Company shall not: (i) employ or engage the services of any Member, any beneficiary
of a trust that is a Member, or any Member’s Family Members or Affiliates
(collectively a “Restricted Person”), and in no event shall the Company provide
compensation or benefits to any Restricted Person in excess of the fair market value
of the services actually rendered to the Company; (ii) make any loan or advancement
to or receive any loan or advancement from any Restricted Person; (iii) issue to any
Restricted Person any Units or any right to purchase, subscribe to, or otherwise
acquire any Units or any interest therein, whether by granting options, Unit
bonuses, warrants, rights, convertible securities, or otherwise; or (iv) enter into
any other agreement or transaction with any Restricted Person; provided,
however, that the Company shall be permitted to take any of the foregoing
actions to the extent contemplated by, or required by the terms of, the Financing
Documents, including taking such action as may be necessary to permit any Restricted
Person to fulfill its obligations under the Financing Documents.
(c) Definitions. Section 9.1 of the Agreement shall be amended by adding the following
definition after the definition of “Financial Rights” and before the definition of “Gaming
Regulations”:
“Financing Documents” shall mean (i) the Credit Agreement to be entered into by and
among Wimar OpCo, LLC (d/b/a Tropicana Entertainment)(“Tropicana Entertainment”),
Wimar OpCo Intermediate Holdings, LLC, XX Xxxxxxxx Realty, LLC, Columbia Properties
Vicksburg, LLC, JMBS Casino LLC, Credit Suisse, as Administrative and Collateral
Agent, the other Agents and Arrangers party thereto and the Lenders party thereto
(the “Credit Agreement”), (ii) each other Loan Document (as defined in the Credit
Agreement), (iii) the Indenture, to be dated on or about December 28, 2006 (the
“Indenture”), among Tropicana Entertainment, Wimar OpCo Finance Corp. (d/b/a
Tropicana Finance) (“Tropicana Finance” and, together with Tropicana Entertainment,
the “Issuers”) and U.S. Bank National Association, as trustee (the “Trustee”), to be
supplemented by the Supplemental Indenture to be dated on or about January 3, 2007,
among the Notes Guarantors identified therein (including the Company), the Issuers
and the Trustee, (iv) the Securities (as defined in the Indenture) to be issued
under the Indenture, (v) the Purchase Agreement dated December 14, 2006, among the
Issuers and Credit Suisse Securities (USA) LLC, as representative of the initial
purchasers identified therein, together with the counterparts thereto executed by
the guarantors of the Securities (including the Company), and (vi) the Registration
Rights Agreement to be dated on or about December 28, 2006, among the Issuers and
Credit Suisse Securities (USA) LLC, as representative of the initial purchasers
identified therein, together with the counterparts thereto executed by the
guarantors of the Securities
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(including the Company), in each case as such agreements and documents
may be amended, modified or supplemented from time to time.
3. Remainder of Agreement. Except as amended by this Amendment, the Agreement shall
remain in full force and effect.
4. Acknowledgment of Financing Documents. Each of the Members, and each of the Yung
Siblings, as beneficiaries of the JMBS Casino Trust, hereby acknowledges and agrees that the
Company is entering into the Financing Documents and that such action is in the best interests of
the Company, and further hereby consents to and endorses the entry into of the Financing Documents.
Each of the Members, and each of the Yung Siblings, further hereby acknowledges that upon the
execution by the Company of the Financing Documents, it will become a party thereto and will be
subject to the guarantees, grants of security, affirmative and negative covenants, registration
rights agreements, indemnities, representations and warranties and other agreements and obligations
set forth therein, and hereby consents to thereto.
5. Acknowledgment of Negative Pledge. Each of the Members, and each of the Yung
Siblings, as beneficiaries of the JMBS Casino Trust, hereby acknowledges and agrees that the JMBS
Casino Trust is entering into a Negative Pledge pursuant to which it agrees not to encumber or
dispose of the equity of the Company and that such action is in the best interests of the Company,
and further hereby consents to and endorses the entry into of the Negative Pledge. Each of the
Members, and each of the Yung Siblings, further hereby acknowledges that upon the execution by the
JMBS Casino Trust of the Negative Pledge, it will become a party thereto and will be subject to the
affirmative and negative covenants, indemnities, representations and warranties and other
agreements and obligations set forth therein, and hereby consents to thereto.
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| Signed as of the date above. | ||||||||||
| JMBS CASINO LLC | THE JMBS CASINO TRUST | |||||||||
| f/b/o Xxxxxxx X. Xxxx, XX | ||||||||||
By:
|
/s/ Xxxxxx X. Xxxx | By: | /s/ Xxxxxx X. Xxxx | |||||||
| Xxxxxx X. Xxxx, Manager | Xxxxxx X. Xxxx, Trustee | |||||||||
| THE JMBS CASINO TRUST | THE JMBS CASINO TRUST | |||||||||
| f/b/o Xxxxxx X. Xxxx | f/b/o Xxxxx X. Xxxxxx | |||||||||
By:
|
/s/ Xxxxxx X. Xxxx | By: | /s/ Xxxxxx X. Xxxx | |||||||
| Xxxxxx X. Xxxx, Trustee | Xxxxxx X. Xxxx, Trustee | |||||||||
| THE JMBS CASINO TRUST | THE JMBS CASINO TRUST | |||||||||
| f/b/o Xxxxxx X. Xxxx | f/b/o Xxxxxxxx X. Xxxx | |||||||||
By:
|
/s/ Xxxxxx X. Xxxx | By: | /s/ Xxxxxx X. Xxxx | |||||||
| Xxxxxx X. Xxxx, Trustee | Xxxxxx X. Xxxx, Trustee | |||||||||
| THE JMBS CASINO TRUST | THE JMBS CASINO TRUST | |||||||||
| f/b/o Xxxxxxx X. Xxxx | f/b/o Xxxxx X. Xxxx | |||||||||
By:
|
/s/ Xxxxxx X. Xxxx | By: | /s/ Xxxxxx X. Xxxx | |||||||
| Xxxxxx X. Xxxx, Trustee | Xxxxxx X. Xxxx, Trustee | |||||||||
| /s/ Xxxxxxx X. Xxxx | ||||||||||
| Xxxxxxx X. Xxxx | ||||||||||
| /s/ Xxxxxxxx X. Xxxx | /s/ Xxxxxx X.Xxxx | |||||||||
| Xxxxxxxx X. Xxxx | Xxxxxx X. Xxxx | |||||||||
Signature Page to First Amendment to JMBS Casino Limited Liability Company Agreement
| /s/ Xxxxx X. Xxxx | /s/ Xxxxx X. Xxxxxx | |||||||||
| Xxxxx X. Xxxx | Xxxxx X. Xxxxxx | |||||||||
| /s/ Xxxxxx X. Xxxx | /s/ Xxxxxxxx X. Xxxx | |||||||||
| Xxxxxx A, Yung | Xxxxxxxx X. Xxxx | |||||||||
Signature Page to First Amendment to JMBS Casino Limited Liability Company Agreement
