THIRD AMENDED AND RESTATED OPERATING AGREEMENT OF ISLE OF CAPRI BLACK HAWK, L.L.C.
Exhibit 3.27
THIRD AMENDED AND RESTATED
OF
ISLE OF CAPRI BLACK HAWK, L.L.C.
This Third Amended and Restated Operating Agreement of ISLE OF CAPRI BLACK HAWK, L.L.C. (this “Agreement”), effective as of January 25, 2008, is entered into by Casino America of Colorado, Inc., a Colorado corporation, and Black Hawk Holdings, L.L.C., a limited liability company (together, the “Members”), and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ (collectively, the “Managers”). The Members and the Managers, by execution of this Agreement, hereby continue a limited liability company pursuant to and in accordance with the Colorado Limited Liability Company Act (the “Act”) and hereby agree as follows:
1. Name. The name of the limited liability company is “Isle of Capri Black Hawk, L.L.C.” (the “Company”).
2. Purpose. The purpose to be conducted or promoted by the Company is to engage in any activity and to exercise any powers permitted to limited liability companies under the laws of the State of Colorado.
3. Members. The name and business or mailing addresses of the Members are as follows:
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Casino America of Colorado, Inc. |
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Black Hawk Holdings, L.L.C. |
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4. Powers. The business and affairs of the Company shall be managed by or under the direction of the Managers. The Managers shall have the power to do any and all acts necessary, appropriate, proper, advisable, incidental or convenient to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise, possessed by members under the laws of the State of Colorado. The Managers may from time to time appoint persons to act on behalf of the Company and may hire employees and agents and appoint officers to perform such functions as from time to time shall be delegated to such employees, agents and officers by the member. The Managers (and any individual appointed by the Managers) are hereby designated as an authorized person, within the meaning of the Act, to execute, deliver and file the articles of organization of the Company (and any amendments and or restatements thereof) and any other certificates (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in any state or other jurisdiction in which the Company conducts business.
5. Capital Contributions. The Members may make, but are not required to make, future contributions to the Company in cash or other property in its discretion.
6. Profit and Losses. Distributions may be made to the Members at the times and in the aggregate amounts determined by the Members. Such distributions shall belong to the Members.
7. Admission of Additional Members. No person may be admitted to the Company as a member without the prior written consent of the Members.
8. Liability of Members. The Members, and any additional member, shall not have any liability for the obligations or liabilities of the Company except to the extent provided by law.
9. Governing Law. This Agreement shall be governed by, and construed under, the laws of the State of Colorado, all rights and remedies being governed by said laws.
10. Tax Classification. It is intended for the Company to be treated as a disregarded as a separate entity from the Members for U.S. federal income tax purposes. No election will be made to treat the Company as an association taxable as a corporation for U.S. federal income tax purposes.
IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, has duly executed this Third Amended and Restated Operating Agreement as of the date and year first written above.
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Casino America of Colorado, Inc., | |
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a Colorado corporation | |
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Black Hawk Holdings, L.L.C., | |
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a Colorado limited liability company | |
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By: |
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MANAGERS: | |
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