Filed by Bowne Pure Compliance





Exhibit 10.1




SECOND AMENDMENT TO MORGANS LAS VEGAS, LLC




LIMITED LIABILITY COMPANY AGREEMENT




THIS SECOND AMENDMENT (“Amendment”) is made effective as of the 30th day of June, 2008
(“Effective Date”), by and between MORGANS/LV INVESTMENT LLC, a Delaware limited liability company
(“Morgans”), and ECHELON RESORTS CORPORATION, a Nevada corporation (“Boyd”). Morgans and Boyd may
hereinafter be referred to singularly as a “Party” or “Member” or collectively as the “Parties” and
the “Members”.



WITNESSETH:




WHEREAS, Morgans and Boyd entered into a certain Limited Liability Company Agreement, dated
January 3, 2006, for the formation of the Company, (the “Original Agreement”).



WHEREAS, Morgans and Boyd amended the Original Agreement pursuant to that certain First
Amendment to Morgans Las Vegas, LLC made effective as of the May 15, 2006 (the “First Amendment”
and together with the Original Agreement, the “Operating Agreement”).



WHEREAS, Morgans and Boyd desire to revise the Outside Start Date and to make certain other
modifications to the Operating Agreement;



WHEREAS, each of the Members desire to enter into this Amendment to amend the Operating
Agreement upon the terms and conditions hereinafter set forth.



NOW, THEREFORE, for and in consideration of the mutual promises of the Members and other good
and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the
Members agree as follows:



A. Incorporation of Recitals/Definitions. The foregoing recitals are hereby incorporated
herein and made a part hereof as if fully set forth herein. Unless specifically defined herein,
all defined terms used in this Amendment shall have the same meanings as those set forth in the
Operating Agreement.



B. Operative Amendments.



1. Revised Definitions



The following definitions of the Operating Agreement are hereby amended and restated in their
entirety to read as follows:


 


 









 





“Boyd Controlled Affiliate” shall mean any Person the beneficial equity interests of which
are more than 50% owned, directly or indirectly, by the Boyd Parent.



“Contribution Date” shall mean the date on or after the closing of the Construction Loan that
all conditions for the initial funding under the Construction Loan, other than the Minimum Equity
Condition, are satisfied.



“Land” shall mean the real property (including any easements, rights of way, access rights,
approvals and Entitlements, and any other rights, benefits or obligations appurtenant thereto)
located on the approximately 5.98 acre parcel of land, identified on Exhibit B-1, which is
attached hereto and incorporated herein, at the southernmost boundary of Echelon Place as more
particularly described on the Preliminary Site Plan.



“Morgans Controlled Affiliate” shall mean any Person the beneficial equity interests of which
are more than 50% owned, directly or indirectly, by the Morgans Parent.



“Outside Start Date” shall mean September 15, 2008.



2. New Definition



The following new definition shall be added to the Operating Agreement:



“Minimum Equity Condition” shall mean a condition to the initial funding of the Construction
Loan that (a) is set forth in the Construction Loan Agreement, and (b) provides that the Company,
as borrower under the Construction Loan Agreement, shall have expended a minimum amount of cash
equity for hard and soft costs in connection with the Project (which minimum amount of cash equity
shall not be in excess of the aggregate Initial Capital Contributions required to be made in cash
by the Members to the Company pursuant to Section 5.01 hereof) prior to the funding by the
Construction Lender of any Construction Loan Proceeds.



3. Opening of the Hotels



The references in Section 4.01 and Section 4.02(a) to “first quarter of 2010” are hereby
replaced by “fourth quarter of 2010”.



4. Transfers



(a) Morgans, from time to time, may Transfer its Interest in whole or in part, (i) to any
Morgans Controlled Affiliate, including (without limitation) any Transfer of equity interests in
Morgans so long as Morgans shall be, as of the date of such Transfer, a Morgans Controlled
Affiliate; provided, however, any Transfer to a Morgans Controlled Affiliate (other than one
controlled 100% directly or indirectly by Morgans Parent) shall require the prior approval of
Boyd, which approval shall not be unreasonably delayed, conditioned, or withheld, or (ii) in its
sole discretion, to any Person as part of, or in connection with, a direct or indirect transfer of
ownership or control of Morgans Parent, or (iii) in its sole discretion, in connection with the
pending initial public offering of all or substantially all of the assets owned or controlled by the Morgans Parent,
provided, however, such transferee agrees to be bound by all the terms, conditions and provisions of this
Agreement (including the provisions of this Article 12). For purposes of this Section 12.02(a)(i),
it shall not be unreasonable for Boyd to withhold approval for a Transfer hereunder to the extent
the proposed transferee is (x) reasonably believed by Boyd to be a competitor of Boyd or Boyd
Parent in the gaming and/or resort industry or (y) reasonably believed by Boyd to create an
association with Morgans that will cause Morgans to be an unsuitable Member as described in
Section 12.05(a).


 


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(b) Boyd, from time to time, may Transfer its Interest in whole or in part, (i) to any Boyd
Controlled Affiliate, including (without limitation) any Transfer of equity interests in Boyd so
long as Boyd shall be, as of the date of such Transfer, a Boyd Controlled Affiliate; provided,
however, any Transfer to a Boyd Controlled Affiliate (other than one controlled 100% directly or
indirectly by Boyd Parent) shall require the prior approval of Morgans, which approval shall not
be unreasonably delayed, conditioned, or withheld, or (ii) in its sole discretion, to any Person
as part of a direct or indirect transfer of ownership or control of Boyd Parent or a sale of all
or substantially all of the assets owned or controlled by the Boyd Parent, provided, however, such
transferee agrees to be bound by all the terms, conditions and provisions of this Agreement
(including the provisions of this Article 12). For purposes of this Section 12.02(b)(i), it shall
not be unreasonable for Morgans to withhold approval for a Transfer hereunder to the extent the
proposed transferee is reasonably believed by Morgans to be a competitor of Morgans or Morgans
Parent in the hotel industry.



5. First Amendment



The reference to “June 30, 2008” in the penultimate sentence of new Section 5.09(a) of the
First Amendment is hereby replaced with “September 15,2008”.



C. Counterparts. This Amendment may be executed in one or more counterparts, each of which
shall be deemed to be the same document. The provisions of this Amendment shall survive any
termination or dissolution of the Company.



D. No Other Amendments. Except as specifically amended hereby, all of the other terms and
conditions of the Operating Agreement remain in full force and effect in accordance with its
terms.



E. Governing Law. All questions concerning the construction, validity, and interpretation of
this Amendment will be governed by and construed in accordance with the internal law (and not the
law of conflicts) of Delaware.



[SIGNATURE PAGE FOLLOWS]



 


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IN WITNESS WHEREOF, the Parties have executed this Amendment as of the day and year
first above set forth.



	 	 	 	 	 	 	 
	 	 	MORGANS/LV INVESTMENT LLC
	 
	 	 	 	 	 	 
	 	 	By:	 	Morgans Group LLC
	 
	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ Marc Gordon
	 

	 	 	 	 	 	 

	 

	 	 	 	Name:
	 	Marc Gordon
	 

	 	 	 	 	 	 

	 

	 	 	 	Title:
	 	CIO & EVP of Capital Markets
	 

	 	 	 	 	 	 

	 
	 	 	 	 	 	 
	 	 	ONLY TO THE EXTENT NECESSARY TO GIVE

EFFECT TO THIS AMENDMENT:
	 
	 	 	 	 	 	 
	 	 	Morgans Hotel Group Co.
	 
	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ Marc Gordon
	 

	 	 	 	 	 	 

	 

	 	 	 	Name:
	 	Marc Gordon
	 

	 	 	 	 	 	 

	 

	 	 	 	Title:
	 	CIO & EVP of Capital Markets
	 

	 	 	 	 	 	 







[Signatures Continue on Next Page]



 


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[Signatures Continued]




	 	 	 	 	 	 	 
	 	 	ECHELON RESORTS CORPORATION
	 
	 	 	 	 	 	 
	 

	 	 
	 	By:
	 	/s/ Paul J. Chakmak
	 

	 	 	 	 	 	 

	 

	 	 	 	Name:
	 	Paul J. Chakmak
	 

	 	 	 	 	 	 

	 

	 	 	 	Title:
	 	Sr. VP/Treasurer
	 

	 	 	 	 	 	 

	 
	 	 	 	 	 	 
	 	 	ONLY TO THE EXTENT NECESSARY 

TO GIVE EFFECT TO THIS AMENDMENT:
	 
	 	 	 	 	 	 
	 	 	BOYD GAMING CORPORATION
	 
	 	 	 	 	 	 
	 

	 	 
	 	By:
	 	/s/ Paul J. Chakmak
	 

	 	 	 	 	 	 

	 

	 	 	 	Name:
	 	Paul J. Chakmak
	 

	 	 	 	 	 	 

	 

	 	 	 	Title:
	 	EVP/Chief Operating Officer
	 

	 	 	 	 	 	 








 


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EXHIBIT B-1




Attached