**Exhibit 3.2**

 
|                                       | **DEAN  HELLER**       |          |
|---------------------------------------|------------------------|---------------|
| **Secretary  of State**               | Document Number        |
| **204 North  Carson Street, Suite 1** | 20060806029-53         |
| **Carson  City, Nevada 89701-4299**   |                   |
| **(775) 684  5708**                   | Filing Date and Time   |
| **Website:  secretaryofstate.biz**    | 12/15/2006 1:34 PM     |
|                                  | ** **             |          |
|                                  | ** **             | Entity Number |
| Amendment  to                         | E0586222006-3          |
| Articles  of Organization             |                   |
| (PURSUANT  TO NRS 86.221)             | Filed in the office of |
| ** **                            | Dean Heller            |
| ** **                            | Secretary of State     |
| ** **                            | State of Nevada        |

 
| ***Important: Read attached instructions before completing form.*** |   | ABOVE SPACE IS FOR OFFICE  USE ONLY |
|---------------------------------------------------------------------|--------|-------------------------------------|

 

**Certificate of Amendment to Articles ofOrganization**

**For a Nevada Limited-Liability Company**

**(Pursuant to NRS 86.221)**

 

1. Name oflimited-liability company:

 

BLACK GAMING, LLC

 

2. The companyis managed by (check one):   xmanagers   or   omembers

 

3. Thearticles have been amended as follows (provide articles numbers, ifavailable):*

 

Please, amend Article 8, Article 9, and Article 10 as attached to BlackGaming, LLC Articles of Organization.

 

 

 

 

 

 

 

4. Signature(must be signed by at least one manager or by a managing member).

 
| /s/ Robert  R. Black, Sr. |   |
|---------------------------|--------|
| **Signature**             |

 

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* 1) If amending companyname, it must contain the words **“Limited-LiabilityCompany,” “Limited Company,” or “Limited”**or the abbreviations **“Ltd.,” “L.L.C.,” or “L.C.,” “LLC” or “LC.”**Theword **“Company”**may be abbreviatedas **“Co. ”**

   2) If adding managers, provide names andaddresses.

 

FILING FEE:$175.00

 

IMPORTANT:Failure to include any of the above information and submit the proper fees may causethis filing to be rejected.

*** ***
| ***This form must be accompanied by appropriate fees.*** |   | Nevada  Secretary of State AM 86.221 Amend 2003 |
|----------------------------------------------------------|--------|-------------------------------------------------|
|                                                     |   | Revised  on: 10/30103                           |

 

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**Amendmentto Articles of Organization**(Pursuantto NRS 86.221)Black Gaming, LLC

** **

Article 8. The character and general nature of thebusiness to be conducted by Black Gaming, LLC is to operate, manage, andconduct gaming in a gaming casino on or within the premises known as VirginRiver Hotel and Casino; CasaBlanca Hotel & Casino; and Oasis Resort andCasino located in Mesquite, Nevada.

 

Article 9. Notwithstanding anything to the contraryexpressed or implied in these articles, the sale, assignment, transfer, pledgeor other disposition of any interest in Black Gaming, LLC is ineffective unlessapproved in advance by the Nevada Gaming Commission (“Commission”). If at anytime the Commission finds that a member who owns any such interest isunsuitable to hold that interest, the Commission shall immediately notify BlackGaming, LLC of that fact. Black Gaming, LLC shall, within ten (10) days fromthe date that it receives the notice from the Commission, return to theunsuitable member the amount of the unsuitable member’s capital account asreflected on the books of Black Gaming, LLC. Beginning on the date when theCommission serves notice of a determination of unsuitability upon Black Gaming,LLC, pursuant to the preceding sentence, it is unlawful for the unsuitablemember: a) To receive any share of the distribution of profits or cash or anyother property of, or payments upon dissolution of, Black Gaming, LLC, otherthan a return of capital as required above; b) To exercise directly or througha trustee or nominee, any voting right conferred by such interest; c) Toparticipate in the management of the business and affairs of Black Gaming, LLC;or d) To receive remuneration in any form from Black Gaming, LLC for servicesrendered or otherwise.

 

Article 10. Any member that is found unsuitable by theCommission shall return all evidence of any ownership in Black Gaming, LLC toBlack Gaming, LLC at which time Black Gaming, LLC shall within ten (10) days,after Black Gaming, LLC receives notice from the Commission, return to theunsuitable member in cash, the amount of the unsuitable member’s capitalaccount as reflected on the books of Black Gaming, LLC, and the unsuitablemember shall no longer have any direct or indirect interest in Black Gaming,LLC.

 

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