RAMADA NEW JERSEY HOLDINGS CORP

Filing Type: S-4/A
Filing Date: 20071017

Documents

AMENDMENT TO FORM S-4
S-4/A
PURCHASE AGREEMENT
EX-2.4
ARTICLES OF INCORPORATION OF CARUTHERSVILLE RIVERBOAT ENTERTAINMENT, INC.
EX-3.5
AMENDMENT TO ARTICLES OF INCORPORATION
EX-3.5(A)
AMENDMENT TO ARTICLES OF INCORPORATION
EX-3.5(B)
BYLAWS OF CARUTHERSVILLE RIVERBOAT ENTERTAINMENT, INC.
EX-3.6
CERTIFICATE OF AMENDED AND RESTATED ARTICLES OF ORGANIZATION
EX-3.7
LIMITED LIABILITY COMPANY AGREEMENT
EX-3.7(A)
CERTIFICATE OF FORMATION OF CP LAUGHLIN REALTY, LLC
EX-3.8
CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF FORMATION
EX-3.8(A)
LIMITED LIABILITY COMPANY AGREEMENT
EX-3.9
FIRST AMENDMENT TO LIMITED LIABILITY COMPANY AGREEMENT
EX-3.9(A)
CERTIFICATE OF FORMATION OF COLUMBIA PROPERTIES VICKSBURG, LLC
EX-3.10
LIMITED LIABILITY COMPANY AGREEMENT
EX-3.11
FIRST AMENDMENT TO LIMITED LIABILITY COMPANY AGREEMENT
EX-3.11(A)
CERTICIATE OF FORMATION OF JMBS CASINO LLC
EX-3.12
LIMITED LIABILITY COMPANY AGREEMENT
EX-3.13
FIRST AMENDMENT TO LIMITED LIABILTY COMPANY AGREEMENT
EX-3.13(A)
ARTICLES OF ORGANIZATION OF COLUMBIA PROPERTIES TAHOE, LLC
EX-3.14
AMENDED AND RESTATED ARTICLES OF ORGANIZATION
EX-3.14(A)
LIMITED LIABILITY COMPANY AGREEMENT
EX-3.15
FIRST AMENDMENT TO LIMITED LIABILITY COMPANY AGREEMENT
EX-3.15(A)
ARTICLES OF ORGANIZATION OF CP BATON ROUGE CASINO, L.L.C.
EX-3.16
LIMITED LIABILITY COMPANY AGREEMENT
EX-3.16(A)
ARTICLES OF INCORPORATION OF ARGOSY OF LOUISIANA, INC.
EX-3.17
BYLAWS OF ARGOSY OF LOUISIANA, INC.
EX-3.18
ARTICLES OF INCORPORATION OF JAZZ ENTERPRISES, INC.
EX-3.19
BYLAWS OF JAZZ ENTERPRISES, INC.
EX-3.20
ARTICLES OF ORGANIZATION OF CENTROPLEX CENTRE CONVENTION HOTEL, L.L.C.
EX-3.21
AMENDED AND RESTATED ARTICLES OF ORGANIZATION
EX-3.21(A)
AMENDED AND RESTATED OPERATING AGREEMENT OF CENTROPLEX CENTRE CONVENTION HOTEL, L.L.C.
EX-3.22
FIRST AMENDMENT TO AMENDED AND RESTATED OPERATING AGREEMENT
EX-3.22(A)
AMENDED AND RESTATED ARTICLES OF PARTNERSHIP
EX-3.23
CERTIFICATE OF FORMATION OF TAHOE HORIZON, LLC
EX-3.24
CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF FORMATION
EX-3.24(A)
LIMITED LIABILITY COMPANY AGREEMENT OF TAHOE HORIZON, LLC.
EX-3.25
FIRST AMENDMENT OF LIMITED LIABILTY COMPANY AGREEMENT
EX-3.25(A)
RESTATED CERTIFICATE OF INCORPORATION
EX-3.26
RESTATED CERTIFICATE OF INCORPORATION
EX-3.27
SECOND AMENDED AND RESTATED BYLAWS OF AZTAR CORPORATION
EX-3.28
ARTICLES OF INCORPORATION OF AZTAR INDIANA GAMING CORPORATION
EX-3.29
ARTICLES OF AMENDMENT TO THE ARTICLES OF INCORPORATION
EX-3.29(A)
BYLAWS OF AZTAR INDIANA GAMING CORPORATION
EX-3.30
ARTICLES OF INCORPORATION OF AZTAR RIVERBOAT HOLDING COMPANY, LLC
EX-3.31
OPERATING AGREEMENT
EX-3.32
FIRST AMENDMENT TO LIMITED LIABILITY COMPANY AGREEMENT
EX-3.32(A)
ARTICLES OF INCORPORATION OF AZTAR MISSOURI GAMING CORPORATION
EX-3.33
BYLAWS OF AZTAR MISSOURI GAMING CORPORATION
EX-3.34
ARTICLES OF ORGANIZATION OF AZTAR INDIANA GAMING CORPORATION
EX-3.35
LIMITED LIABILITY COMPANY AGREEMENT
EX-3.36
AMENDMENT NO. 1 TO LIMITED LIABILITY COMPANY AGREEMENT
EX-3.36(A)
AMENDMENT NO. 2 TO LIMITED LIABILITY COMPANY AGREEMENT
EX-3.36(B)
CERTIFICATE OF INCORPORATION OF AZTAR DEVELOPMENT CORPORATION
EX-3.37
BYLAWS OF AZTAR DEVELOPMENT CORPORATION
EX-3.38
CERTIFICATE OF INCORPORATION OF RAMADA NEW JERSEY HOLDINGS CORPORATION
EX-3.39
CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF INCORPORATION
EX-3.39(A)
CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF INCORPORATION
EX-3.39(B)
CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF INCORPORATION
EX-3.39(C)
CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF INCORPORATION
EX-3.39(D)
BYLAWS OF RAMADA NEW JERSEY HOLDINGS CORPORATION
EX-3.40
CERTIFICATE OF INCORPORATION OF ATLANTIC-DEAUVILLE INC.
EX-3.41
BYLAWS OF ATLANTIC-DEAUVILLE INC.
EX-3.42
CERTIFICATE OF INCORPORATION OF ADAMAR GARAGE CORPORATION
EX-3.43
BYLAWS OF ADAMAR GARAGE CORPORATION
EX-3.44
CERTIFICATE OF INCORPORATION OF RAMADA NEW JERSEY, INC.
EX-3.45
CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF INCORPORATION
EX-3.45(A)
BYLAWS OF RAMADA NEW JERSEY, INC.
EX-3.46
CERTIFICATE OF INCORPORATION OF ADAMAR OF NEW JERSEY, INC.
EX-3.47
CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF INCORPORATION
EX-3.47(A)
CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF INCORPORATION
EX-3.47(B)
CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF INCORPORATION
EX-3.47(C)
AMENDED AND RESTATED BYLAWS
EX-3.48
CERTIFICATE OF INCORPORATION OF BNB MOBE-HOMES, INC.
EX-3.49
CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF INCORPORATION OF BNB MOBE-HOMES, INC.
EX-3.49(A)
CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF INCORPORATION OF MANCHESTER MALL, INC.
EX-3.49(B)
CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF INCORPORATION OF MANCHESTER MALL, INC.
EX-3.49(C)
BYLAWS OF MANCHESTER MALL, INC.
EX-3.50
ARTICLES OF INCORPORATION OF RAMADA STATION, INC.
EX-3.51
CERTIFICATE OF AMENDMENT TO THE ARTICLES OF INCORPORATION
EX-3.51(A)
CERTIFICATE OF AMENDMENT TO THE ARTICLES OF INCORPORATION
EX-3.51(B)
CERTIFICATE OF AMENDMENT TO THE ARTICLES OF INCORPORATION
EX-3.51(C)
BYLAWS OF RAMADA STATION, INC.
EX-3.52
SECOND SUPPLMENETAL INDENTURE
EX-4.2(A)
OPINION OF MILBANK, TWEED, HADLEY & MCCLOY LLP
EX-5.1
AMENDMENT NO. 1, CONSENT, WAIVER AND AGREEMENT
EX-10.1(A)
AMENDMENT NO. 1 TO THE CREDIT AGREEMENT
EX-10.2(A)
CONTRACT OF LEASE
EX-10.7
FIRST AMENDMENT TO CONTRACT OF LEASE
EX-10.7(A)
SECOND AMENDMENT TO CONTRACT OF LEASE
EX-10.7(B)
SALE AND ASSIGMENT OF LEASE
EX-10.7(C)
CONTRACT OF LEASE
EX-10.8
AMENDMENT OF LEASE
EX-10.8(A)
CONTRACT OF LEASE
EX-10.9
AMENDMENT OF LEASE
EX-10.9(A)
SALE AND ASSIGMENT OF LEASES
EX-10.9(B)
AMENDED AND RESTATED LEASE AGREEMENT
EX-10.10
ASSIGNMENT AND ASSUMPTION OF LEASE
EX-10.10(A)
FIRST AMENDMENT TO AMENDED AND RESTATED LEASE AGREEMENT
EX-10.10(B)
SECOND AMENDMENT TO AMENDED AND RESTATED LEASE AGREEMENT
EX-10.10(C)
SUBLEASE AGREEMENT
EX-10.10(D)
FIRST AMENDMENT TO SUBLEASE AGREEMENT
EX-10.10(E)
AMENDED AND RESTATED MASTER AGREEMENT OF PURCHASE AND SALE
EX-10.11
DOCKAGE AGREEMENT
EX-10.12
FIRST AMENDMENT TO DOCKAGE AGREEMENT
EX-10.12(A)
SECOND AMENDMENT TO DOCKAGE AGREEMENT
EX-10.12(B)
THIRD AMENDMENT TO DOCKAGE AGREEMENT
EX-10.12(C)
ASSIGNMENT OF YACHT CLUB DOCKAGE AGREEMENT AND LICENSE AGREEMENT
EX-10.12(D)
CONSENT AGREEMENT
EX-10.12(E)
FOURTH AMENDMENT TO DOCKAGE AGREEMENT
EX-10.12(F)
LEASE AGREEMENT
EX-10.13
AGREEMENT GRANTING MOORAGE AND OTHER RIGHTS
EX-10.14
ASSIGNMENT OF AGREEMENT GRANTING MOORAGE AND OTHER RIGHTS
EX-10.14(A)
ASSIGNMENT
EX-10.14(B)
LEASE AGREEMENT
EX-10.15
ASSIGNMENT OF AGREEMENT GRANTING MOORAGE AND OTHER RIGHTS
EX-10.15(A)
AGREEMENT GRANTING MOORAGE, DOCKAGE, BERTHING AND OTHER RIGHTS
EX-10.15.1
ASSIGNMENT OF AGREEMENT GRANTING MOORAGE, DOCKAGE, BERTHING AND OTHER RIGHTS
EX-10.15.1(A)
CHARTER PARTY AGREEMENT
EX-10.16
FIRST AMENDMENT TO CHARTER PARTY AGREEMENT
EX-10.16(A)
SECOND AMENDMENT TO CHARTER PARTY AGREEMENT
EX-10.16(B)
HOTEL LEASE
EX-10.17
FIRST AMENDMENT TO HOTEL LEASE
EX-10.17(A)
SECOND AMENDMENT TO HOTEL LEASE
EX-10.17(B)
EVANSVILLE RIVERBOAT LANDING LEASE
EX-10.18
AMENDMENT TO EVANSVILLE RIVERBOAT LANDING LEASE
EX-10.18(A)
SECOND AMENDMENT TO EVANSVILLE RIVERBOAT LANDING LEASE
EX-10.18(B)
MEMORANDUM OF UNDERSTANDING
EX-10.18(C)
MEMORANDUM OF UNDERSTANDING
EX-10.18(D)
MEMORANDUM OF UNDERSTANDING
EX-10.18(E)
MEMORANDUM OF UNDERSTANDING
EX-10.18(F)
THIRD AMENDMENT TO EVANSVILLE RIVERBOAT LANDING LEASE
EX-10.18(G)
FOURTH AMENDMENT TO EVANSVILLE RIVERBOAT LANDING LEASE
EX-10.18(H)
LEASE AGREEMENT
EX-10.19
FIRST AMENDMENT TO LEASE AGREEMENT
EX-10.19(A)
SECOND AMENDMENT TO LEASE AGREEMENT
EX-10.19(B)
THIRD AMENDMENT TO LEASE AGREEMENT
EX-10.19(C)
FOURTH AMENDMENT TO LEASE AGREEMENT
EX-10.19(D)
FIFTH AMENDMENT TO LEASE AGREEMENT
EX-10.19(E)
COLLECTIVE BARGAINING AGREEMENT
EX-10.20
LABOR AGREEMENT
EX-10.21
LABOR AGREEMENT
EX-10.22
COLLECTIVE BARGAINING AGREEMENT
EX-10.23
COLLECTIVE BARGAINING AGREEMENT
EX-10.24
CALCULATION OF RATIO OF EARNINGS TO FIXED CHARGES
EX-12.1
CONSENT OF ERNST & YOUNG LLP
EX-23.2
CONSENT OF ERNST & YOUNG LLP
EX-23.3
CONSENT OF ERNST & YOUNG LLP
EX-23.4
CONSENT OF ERNST & YOUNG LLP
EX-23.5
CONSENT OF ERNST & YOUNG LLP
EX-23.6
CONSENT OF ERNST & YOUNG LLP
EX-23.7
CONSENT OF PRICEWATERHOUSECOOPERS LLP
EX-23.8
CONSENT OF DELOITTE & TOUCHE LLP
EX-23.9