AMENDMENT TO OPERATING AGREEMENT OF CASABLANCA RESORTS, LLC
Exhibit 3.19
The Operating Agreement of Casablanca Resorts, LLC, a Nevada Limited Liability Company (the
“Company”), is amended thusly, after the consent of the Sole Member, effective as of January 13,
2009 (the “Effective Date”):
AMENDMENT
The following Sections are amended as herein provided:
Section 3.03 of the Operating Agreement is hereby amended and restated as follows:
“Every person who was or is a party to, or threatened to be made a party to,
or is involved in any action, suit or proceeding, whether civil, criminal,
administrative or investigative, by reason of the fact that he or a person
for whom he is the legal representative, is or was a Member of the Company,
is or was a Manager of the Company or is or was serving at the request of
the Company or as its representative in a partnership, joint venture, trust
or other enterprise (each, a “Covered Person”) shall be indemnified and held
harmless by the Company to the fullest extent legally permissible under the
laws of the State of Nevada against all expenses, liabilities and losses
(including, without limitation, reasonable attorneys’ fees, judgments, fines
and amounts paid or to be paid in settlement) (“Indemnified Costs”) arising
from any and all claims, demands, actions or proceedings, whether civil,
criminal, administrative or investigative, in which the Covered Person may
be involved, or threatened to be involved, as a party or otherwise, arising
out of or incidental to the business or activities of or relating to the
Company. Such right of indemnification shall be a contract right which may
be enforced in any manner desired by such person. To the extent permitted
by law, the expenses of a Covered Person incurred in defending a civil or
criminal action, suit or proceeding must be paid by the Company as they are
incurred in advance of the final disposition of the action, suit or
proceeding upon receipt of an undertaking by or on behalf of the Member to
repay the amount if it is ultimately determined by a court of competent
jurisdiction that he is not entitled to be indemnified by the Company.
Without limiting the generality of such statement, such right of
indemnification shall be in addition, and not in lieu of, any other right
which such Covered Person may have or hereafter acquire, including, without
limitation, the right of indemnification under any agreement, vote of the
Members, provision of law or otherwise, as well as their rights under this
Agreement. Additionally, the Company shall pay or reimburse Indemnified Costs incurred by a Covered Person in connection with such
Covered Person’s appearance as a witness on behalf of the Company or other
participation at the request of the Company in a proceeding involving or
affecting the Company at a time when the Covered Person is not a named
defendant or respondent in the proceeding.”
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Any provisions in the Operating Agreement that are in conflict with the terms of this Amendment are
hereby deemed to be no longer in effect and the terms of the Amendment shall control. Any
provisions in the Operating Agreement that are not revised in the Amendment shall survive,
unchanged, as set forth in the Operating Agreement. The invalidity or unenforceability of any
provision of the Amendment shall not affect the validity or enforceability of the remainder of this
Amendment or the Operating Agreement.
IN WITNESS WHEREOF, the undersigned, being the sole Member of the Company, has executed this
Amendment on the day above written.
| MEMBER: | ||||||
| RBG, LLC. | ||||||
| /s/ Xxxxxx X. Xxxxx, Xx. | ||||||
| By: | ||||||
| Its: | ||||||
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