Exhibit 10.1





Exhibit 10.1




SECOND AMENDMENT TO CONSTRUCTION MANAGEMENT AND GENERAL CONTRACTOR’S AGREEMENT




This Second Amendment to Construction Management and General Contractor’s Agreement
(“Amendment”), dated to be effective as of April 23, 2008, is made by and between HRHH
Hotel/Casino, LLC and HRHH Development, LLC, each Delaware limited liability companies
(collectively, “Owner”) and MJ Dean Construction, Inc., a Nevada corporation
(“Contractor”)(collectively, “Parties”).



RECITALS




A. The Parties entered into that certain Construction Management and General Contractor’s
Agreement, dated February 22, 2008, as amended by the First Amendment to Construction Management
and General Contractor’s Agreement, dated to be effective March 11, 2008 (the “Agreement”).




B. The Parties desire to amend the Agreement as set forth below.



AGREEMENT




NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties hereby amend the Agreement as follows:



1. Defined Terms. Unless otherwise defined herein, all capitalized terms used in this
Amendment shall have the meaning given such terms in the Agreement. Unless the context otherwise
indicates, all references herein to the Agreement shall include this Amendment.



2. Deletion of Phase I-A Shell Expansion Reference. In the second line of the third
“whereas clause” on the first page of the Agreement, delete the reference to “the Phase I-A Shell
Expansion”.



3. Section 3.8. Section 3.8 of the Agreement is deleted and replaced with the
following:



Allowances. An allowance (“Allowance”) is an estimated amount
established in a Guaranteed Maximum Cost Work Authorization to cover
the cost of a prescribed item not specified in detail with provision
that variations between such amount and the finally determined cost
of the prescribed item will be reflected in a Change Order to be
entered into in accordance with the terms hereof. Assumptions,
Allowances and clarifications on which any such Guaranteed Maximum
Cost is based shall be set forth in the applicable Work
Authorization. If costs are more or less than Allowances, the
applicable Guaranteed Maximum Cost (including the Fixed Fee which
comprises a portion of such Guaranteed Maximum Cost) shall be
adjusted accordingly by Change Order. Owner shall not unreasonably
withhold consent to Change Orders



 


 









 





for Allowances. The amount of any such Change Order shall reflect
the difference between actual Costs of the Work incurred and related
Fixed Fee and the Allowances. Allowances and related Change Orders
with respect to (i) the Onsite/Offsite Improvements/Pedestrian Realm
Work Authorization, the Allowances shall not exceed forty percent of
the Guaranteed Maximum Cost stated in such Work Authorization as the
same exists as of May 20, 2008 and (ii) any Other Work Authorization
shall not exceed thirty percent (30%) of the Guaranteed Maximum Cost
stated in such Work Authorization as the same exists as of May 20,
2008, provided that notwithstanding anything to the contrary set
forth herein, in the aggregate Allowances shall not exceed fifteen
percent (15%) of the Guaranteed Maximum Cost across all Work
Authorizations (as the same exist as of the date hereof).




	 	(a)	 	If an Allowance is approved by Owner, the
following shall apply:

	 
	 	 	 	Items covered by Allowances shall be supplied for such
amounts and by such persons or entities as Owner may direct,
but Contractor shall not be required to employ persons or
entities to whom Contractor has reasonable objection.

	 
	 	(b)	 	Unless otherwise provided in the applicable
Work Authorization:






(i) Allowances shall cover the Cost to the Contractor of
materials and equipment delivered at the Site and all
required taxes, less applicable trade discounts; and



(ii) Contractor’s costs for unloading and handling at the
Site, labor, installation costs, overhead, profit and other
expenses contemplated for stated Allowance amounts may be
included in the Allowance.



4. Section 15.1. Section 15.1 of the Agreement is deleted and replaced with the
following:



Contractor shall furnish payment and performance bonds substantially
in the form of bonds annexed hereto as Exhibit “C-1”, each of which
shall be in the amount of Fifty Million Dollars and shall be issued
with the Owner as obligee and Lender as an additional obligee. All
such bonds shall remain in effect for the entire length of the
Project.


 


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5. Section 8.1(b). In the fourth sentence of Section 8.1(b), “$2
million dollars” is hereby deleted and replaced with “$5 Million Dollars”.



6. Inconsistencies; No Other Changes. In the event of any
inconsistency between the terms and provisions of this Amendment and the terms and
provisions of the Agreement, the terms and provisions hereof shall control. Owner
and Contractor agree that there are no other changes to the Agreement, and the
Agreement, as amended hereby, remains in full force and effect.



7. Effectiveness. This Amendment shall be effective as of the date specified above.



8. Counterparts. This Amendment may be executed in counterparts, each of which shall
be fully effective as an original, and all of which together shall constitute one and the same
instrument.



	 	 	 	 	 
	 	OWNER:


HRHH Hotel/Casino, LLC,

a Delaware limited liability company

 	 
	 	By:  	/s/  Brian Feigenbaum
 	 
	 	 	Name:  	Brian Feigenbaum 	 
	 	 	Title:  	Authorized Agent for HRHH Hotel/Casino, LLC 	 
	 



	 	 	 	 	 
	 	HRHH Development, LLC, 

a Delaware limited liability company

 	 
	 	By:  	/s/ Brian Feigenbaum
 	 
	 	 	Name:  	Brian Feigenbaum 	 
	 	 	Title:  	Authorized Agent for HRHH Development,
LLC 	 
	 



	 	 	 	 	 
	 	CONTRACTOR:



M.J. Dean Construction, Inc.

a Nevada corporation

 	 
	 	 	 	 



 


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	 	By:  	            /s/ William Moore
 	 
	 	 	Name:  	William Moore 	 
	 	 	Title:  	V.P. 	 



 


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