EX-10.2






STANDSTILL AGREEMENT




December 18, 2009




Reference is made to that certain Lock Up and Plan Support Agreement dated October 27, 2009
(the “Existing Lockup Agreement”) by and among Debtor (and the predecessor entities to Debtor), the
New Entities, the First Lien Agent and the First Lien Lenders. Capitalized terms used but not
defined in this letter agreement (this “Standstill Agreement”) shall have the meanings ascribed to
such terms in the Existing Lockup Agreement.



Reference is further made to that certain Lock Up and Plan Support Agreement dated as of the
date hereof (the “New Lockup Agreement”), by and among Debtor, Equity Parent (as defined in the New
Lockup Agreement), the First Lien Agent, the First Lien Lenders, Second Lien Holders and NexBank,
SSB and the other parties thereto.



To allow for the negotiations and documentation required by the New Lockup Agreement and the
solicitation of votes in support thereof, the parties hereto (the “Parties”) have agreed that they
will defer and stay activity required to be undertaken under the Existing Lockup Agreement and the
documents executed and delivered in connection therewith, including, without limitation, the Plan
Funding Agreement and the Equity Sponsor Commitment (collectively, the “Existing Lockup Agreement
Documents”) (the “Standstill”) to allow for (x) the negotiation of the Key Transaction Documents
(as defined in the New Lockup Agreement) in accordance with Section 3.9 of the New Lockup Agreement
and (y) solicitation of votes to approve the Prepackaged Case (as defined in the New Lockup
Agreement).



Upon the valid termination of the New Lockup Agreement (provided that Debtor and/or Equity
Parent is not in default thereof) (such event, the “Standstill Termination Date”), the parties
hereto agree that: (a) the Standstill shall terminate and be of no further force or effect as of
Standstill Termination Date; (b) the parties to the Existing Lockup Agreement Documents (the
“Existing Lockup Agreement Parties”) shall, within fifteen (15) days of the Standstill Termination
Date, take all reasonable efforts to reinstate the escrow agreement delivered pursuant to the
Existing Lockup Agreement under substantially the same terms and conditions thereof; (c) the
Outside Date shall be extended by the number of days from December 4, 2009 (with December 5, 2009
being the first day) through and including the Standstill Termination Date plus the number of days
(but in no event more than fifteen (15) days) from the Standstill Termination Date until the
execution of a new escrow agreement contemplated by the preceding clause (b) and the Existing
Lockup Agreement Parties shall enter into a letter agreement or an amendment of the Existing Lockup
Agreement and the setting forth the agreed-upon newly calculated Outside Date; (d) the Existing
Lockup Agreement Parties shall take all reasonable efforts to agree to Target Dates reasonably
acceptable to the Existing Lockup Agreement Parties; and (e) the form of orders or documents
previously agreed to pursuant to the Existing Lockup Agreement and the other Existing Lockup
Agreement Documents shall, if reasonably necessary, be updated for ministerial changes to reflect
the passage of time and changing circumstances caused by the delay in filing of the Prepackaged
Case under the Existing Lock-Up Agreement.



Notwithstanding the foregoing, in the event that (a) the New Lockup Agreement is terminated
due to a Debtor Fault-Based Termination (as defined in the New Lockup Agreement) or (b) except as
may be contemplated by, required pursuant to, or in furtherance of, the terms of the New Lockup
Agreement, the Debtor Parties and/or the New Entities violate the provisions of Section 3.2(i) of
the Existing Lockup Agreement, then this Standstill Agreement and the Existing Lockup Agreement may
be terminated by the First Lien Agent upon written notice to the Debtor Parties and the New
Entities and, in the event that First Lien Agent so elects to terminate, (x) the Existing Lockup
Agreement shall be deemed to have been terminated by reason of a Fault-Based Termination and the
First Lien Agent and the First Lien Lenders shall be entitled to all rights and remedies available
under the Existing Lockup Agreement as a result thereof, including, without limitation, liquidated
damages thereunder (with the understanding that the aggregate liquidated damages under the Existing
Lockup Agreement and the New Lockup Agreement on account of such event is $2,850,000.00), and (y)
except as may be necessary in connection with the preceding clause (x) (including, without
limitation, the provisions of Section 7.4 of the Existing Lockup Agreement), the Existing Lockup
Agreement and this Standstill Agreement shall be of no further force or effect.



Notwithstanding anything to the contrary contained herein, upon the satisfaction of the Vote
Condition (as defined in the New Lockup Agreement), each of this Standstill Agreement, the Existing
Lockup Agreement, the Plan Funding Agreement and the Equity Sponsor Commitment shall terminate and
each of the foregoing shall be of no further force or effect.



None of the Existing Lockup Agreement Parties shall waive their respective rights or
obligations pursuant to the Existing Lock-Up Agreement, except for matters contained in this
letter.



Nothing contained in this Standstill Agreement shall be deemed any obligation on behalf of any
of the parties hereto to accept or agree to any documentation in furtherance of such New Lockup
Agreement, as to which decisions each Party shall have the sole and absolute right pursuant to the
New Lockup Agreement.



The First Lien Agent further agrees to delay the proposed sale date for the Properties from
December 22, 2009 to a date after February 1, 2010 that the First Lien Agent shall select in its
sole and absolute discretion.



The parties hereto agree that they waive any claim of defaults under the Existing Lockup
Agreement by any of them that may have occurred prior to the date hereof. To the extent that there
is a default that occurs from and after the date hereof under the Existing Lockup Agreement or the
New Lockup Agreement, the parties thereto and hereto shall have the respective rights and remedies
provided thereunder and/or hereunder.



This Standstill Agreement may be executed (by facsimile or otherwise) in any number of
counterparts, each of which, when executed and delivered, shall be deemed an original, and all of
which together shall constitute the same agreement.



This Standstill Agreement shall be governed by, and construed in accordance with, the laws of
the State of New York, without regard to such state’s choice of law provisions which would require
the application of the law of any other jurisdiction. By its execution and delivery of this
Standstill Agreement, each of the parties hereto irrevocably and unconditionally agrees for itself
that any legal action, suit or proceeding against it with respect to any matter arising under or
arising out of or in connection with this Standstill Agreement or for recognition or enforcement of
any judgment rendered in any such action, suit or proceeding, may be brought in the United States
District Court for the Southern District of New York, and by execution and delivery of this
Standstill Agreement, each of the parties hereto irrevocably accepts and submits itself to the
exclusive jurisdiction of such court, generally and unconditionally, with respect to any such
action, suit or proceeding.



Each of the parties hereto hereby waives trial by jury in any action, proceeding or
counterclaim (whether based on contract, tort or otherwise) arising out of or relating to this
Standstill Agreement or the actions of any party hereto in the negotiation, administration,
performance or enforcement hereof.



[No Further Text On This Page; Signature Page Follows]




IN WITNESS WHEREOF, the parties have executed this Standstill Agreement on the day and
year first above written.




FX LUXURY LAS VEGAS I, LLC




	 	 	 	By: FX Luxury, LLC, a
Delaware limited liability company, its sole member






	 	 	 	By: FX
Real Estate and Entertainment Inc., a Delaware
corporation, its managing member






	 	 	 	By:
     





	 	 	 
	Name: Mitchell J. Nelson

	Title:

	 	Executive Vice President






	 	 	 
	LIRA PROPERTY OWNER, LLC

	By:

	 	     







Name: Paul Kanavos


Title: Authorized Signatory



	 	 	 
	LIRA, LLC

	By:

	 	     







Name: Paul Kanavos


Title: Authorized Signatory



[Signatures Continued On Following Page]





1






	 	 	 
	LANDESBANK BADEN-WÜRTTEMBERG,

	NEW YORK BRANCH, as First Lien Agent

	By:

Name:

	 	     



	Title:

	 	

	By:

	 	     







Name:


Title:



[Signatures Continued On Following Page]







2






	 	 	 
	LANDESBANK BADEN-WÜRTTEMBERG,

	as a First Lien Lender

	By:

Name:

	 	     



	Title:

	 	

	By:

	 	     







Name:


Title:



[Signatures Continued On Following Page]







3






	 	 	 
	MÜNCHENER HYPOTHEKENBANK EG,
	as a First Lien Lender

	By:

Name:

	 	     



	Title:

	 	

	By:

	 	     







Name:


Title:



[Signatures Continued On Following Page]





4






	 	 	 
	DEUTSCHE HYPOTHEKENBANK

	(ACTIEN-GESELLSCHAFT),

	as a First Lien Lender

	By:

Name:

	 	     



	Title:

	 	

	By:

	 	     







Name:


Title:



[Signatures Continued On Following Page]







5






	 	 	 
	GREAT LAKES REINSURANCE (UK) PLC,
	as a First Lien Lender

	By:

Name:

	 	     



	Title:

	 	

	By:

	 	     







Name:


Title:




6