Exhibit 3.10
THIRD AMENDED AND
RESTATED
OPERATING
AGREEMENT
OF
CHARLIE’S HOLDING
LLC
* * * * *
This Third Amended and Restated
Operating Agreement (the “ Agreement ”) is made
on the date set forth below by the undersigned member pursuant to
and in accordance with the Delaware Limited Liability Company Act
(the “ Act ”).
1.
Formation; Name
. The limited liability
company (the “ Company ”) was formed on
December 12, 2003, upon the filing of the certificate of
limited liability company in the office of the Secretary of State
of the State of Delaware in accordance with the Act. The name
of the Company is “Charlie’s Holding LLC” and all
business shall be conducted under that name.
2.
Purpose . The purpose for which the Company has
been formed is to engage in any lawful act or activity which the
member may from time to time determine.
3.
Registered Office and Registered
Agent . The
registered office of the Company in the State of Delaware is
located at 2711 Centerville Road, Wilmington, Delaware 19808.
The name and address of the registered agent for service of process
on the Company in the State of Delaware is the Corporation Service
Company, 2711 Centerville Road, Wilmington, Delaware
19808.
4.
Admission . Upon execution and delivery of this
Agreement, American Casino & Entertainment Properties LLC,
a Delaware limited liability company, is admitted as the sole
member of the Company. The member shall not be required to
make any capital contribution to the Company but may make capital
contributions from time to time.
5.
Resignation of the
Member . The member
may resign from the Company at any time.
6.
Management of the
C
