**Exhibit3.81**

 

**LIMITEDLIABILITY COMPANY AGREEMENT**

 

**OF**

 

**JALOUSILVER DOLLAR, LLC**

 

This Operating Agreement (this “Agreement”)of JALOU SILVER DOLLAR, LLC, a limited liability company organized pursuant tothe laws of the State of Louisiana, is made effective as of November 13,2006 by JALOU L.L.C., a Louisiana limited liability company, the sole Member(the “Member”), of JALOU SILVER DOLLAR, LLC (the “Company” as defined herein).

 

The Company has been formed pursuant to and in accordance with theLimited Liability Company Act of Louisiana (Louisiana Limited Liability Act12:1301 et seq.) as amended from time to time (the “Act”), and the Member doeshereby state as follows:

 

# 1.             Name.  The name of the limited liability companyhereby is Jalou Silver Dollar, LLC (the “Company”).

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# 2.             Organization.  The Company has been formed as a Louisianalimited liability company pursuant to the provisions of the Act.

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# 3.             Purpose.  The Company is formed for the object andpurpose of:

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## a.             Owning and operating various truck stop facilities andcasinos;

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## b.             Pursuing any lawful business whatsoever, or which shall atany time appear conducive to or expedient for the benefit of the Company or theprotection of its assets;

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## c.             Exercising all powers which may be legally exercised under theAct; and

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## d.             Engaging in any activities reasonable, necessary orconvenient to the foregoing.

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# 4.             Powers.  In furtherance of its purposes, but subjectto all of the provisions of this Agreement, the Company shall have the powerand is hereby authorized to:

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## a.             acquire by purchase, lease, contribution of property orotherwise, own, hold, sell, convey, transfer or dispose of any real or personalproperty which may be necessary, convenient or incidental to the accomplishmentof the purposes of the Company;

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## b.             act as a trustee, executor, nominee, bailee, director,officer, agent or in some other fiduciary capacity for any person or entity andto exercise all of the powers, duties, rights and responsibilities associatedtherewith;

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## c.             take any and all actions necessary, convenient orappropriate as trustee, executor, nominee, bailee, director, officer, agent orother fiduciary, including the granting or approval of waivers, consents oramendments of rights or powers relating thereto and the execution ofappropriate documents to evidence such waivers, consents or amendments;

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## d.             operate, purchase, maintain, finance, improve, own, sell,convey, assign, mortgage, pledge, guaranty, lease or demolish or otherwisedispose of any real or personal property which may be necessary, convenient orincidental to the accomplishment of the purposes of the Company;

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## e.             borrow money, issue evidences of indebtedness and guaranteethe indebtedness of others in furtherance of any or all of the purposes of theCompany, and secure the same by mortgage, pledge or other lien on the assets ofthe Company;

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## f.              invest any funds of the Company pending distribution orpayment of the same pursuant to the provisions of this Agreement;

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## g.             prepay in whole or in part, refinance, recast, increase,modify or extend any indebtedness of the Company and, in connection therewith,execute any extensions, renewals or modifications of any mortgage or securityagreement securing such indebtedness;

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## h.             enter into, perform and carry out contracts of any kind,including, without limitation, contracts with any person or entity affiliatedwith the Member, necessary to, in connection with, convenient to, or incidentalto the accomplishment of the purposes of the Company;

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## i.              employ or otherwise engage employees, managers, contractors,advisors, attorneys and consultants and pay reasonable compensation for suchservices;

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## j.              enter into partnerships, limited liability companies,trusts, associations, corporations or other ventures with other persons orentities in furtherance of the purposes of the Company; and

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## k.             do such other things and engage in such other activitiesrelated to the foregoing as may be necessary, convenient or incidental to theconduct of the business of the Company, and have and exercise all of the powersand rights conferred upon limited liability companies formed pursuant to theAct.

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# 5.             Principal Business Office.  The principal business office of the Companyshall be located at 718 S. Buchanan Street, Suite C, Second Floor,Lafayette, Louisiana 70501.

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# 6.             Registered Agent and Office.   The registered agent and the registeredoffice shall be as stated in the Articles of Organization filed with theLouisiana Secretary of State.  The Membermay change the registered agent or registered office by appropriate filingswith the Secretary of  State.  In the event the registered agent ceases toact as such or the registered office changes, the 

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# Membershall promptly designate a new registered agent or file a notice of change ofregistered office, as the case may be.

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# 7.             Members.  The name and the mailing address of theMember is set forth on Schedule A attached hereto.

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# 8.             Limited Liabilities.  Except as otherwise provided by the Act, thedebts, obligations and liabilities of the Company, whether arising in contract,tort or otherwise, shall be solely the debts, obligations and liabilities ofthe Company, and the Member shall not be obligated personally for any suchdebt, obligation or liability of the Company solely by reason of being a memberof the Company.

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# 9.             Capital Contributions.  The Member is deemed admitted as the Memberof the Company upon its execution and delivery of this Agreement.  The Member will contribute the amount ofUnited States Dollars to the Company as listed on Schedule A attached hereto.

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# 10.           Additional Contributions.  The Member is not required to make anyadditional capital contribution to the Company. However, a Member may make additional capital contributions to theCompany in such amounts and at such times as shall be determined by the Member.

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# 11.           Allocation of Profits and Losses.  The Company’sprofits and losses shall be allocated to the Member.

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# 12.           Distributions.  Distributions shall be made to the Member atthe times and in the aggregate amounts determined by the Member.

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# 13.           Management.The management of the Company shall be vested in Managers.  **  **The Company will have three (3) Managers.  The Member intends that the Managers shallrun the activities of the Company and shall have such other powers as aredelineated herein.

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## a.             Selection of Managers.  The Managers shall be Jeffrey P. Jacobs, StanW. Guidroz and Reid M. Smith.

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## b.             Term of Office.  Each Manager shall hold office until his orher earlier resignation, removal from office, or death.

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## c.             Vacancies.  If a Manager shall vacate his/her position,such vacancy shall be filled by the decision of the Member.

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## d.             General Powers of Managers.  Except to the extent otherwise provided bylaw or the Agreement and without prejudice to the general powers conferred byor implied by statutory law in the State of Louisiana all of the authority ofthe Company shall be exercised under the authority of each Manager and alldecisions shall be made upon the consent of any one of the Managers, includingwithout limitation the following powers:

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### i.              To appoint, and at their discretion, with or without cause,to remove or suspend supporting staff, officers, assistants, supervisors, agentsand employees of the Company as any one of the Managers may from 

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### time to time consider advisable,and to determine the duties and fix the compensation of all supporting staff,officers, assistants, agents, supervisors and employees.

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### ii.             To designate a depository or depositories of the funds ofthe Company and the persons who shall be authorized to sign notes, checks,drafts, contracts, deeds, mortgages and other instruments on behalf of theCompany.  In this regard, any one of theManagers shall be authorized to sign notes, checks, drafts, contracts, deeds,mortgages and other instruments on behalf of the Company.

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### iii.            The business and affairs of the Company shall be managed andconducted by the Managers.  Instrumentsand documents providing for the acquisition, mortgage, or disposition ofproperty of the Company shall be valid and binding upon the Company, if theyare executed by any one or more Managers of the Company.

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## e.             Removal of Managers.  Any Manager may be removed, either with orwithout cause, at any time, by the Member. The vacancy caused by any such removal may be filled by the Member.

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# 14.           Officers.  The Managers may, from time to time as itdeems advisable, appoint officers of the Company (the “Officers”), assign inwriting titles (including, without limitation, Chairman, President, VicePresident, Treasurer and Secretary) to any such persons and set forth inwriting such persons’ duties and powers. Unless the Managers decide otherwise, if the title is one commonly usedfor officers of a business corporation formed under the Business CorporationLaw of Louisiana (12:1 et seq.), the assignment of such title shall constitutethe delegation to such person of the authorities and duties that are normallyassociated with that office.  Anydelegation pursuant to this Section 14 may be revoked at any time by theManagers.  The names and titles of theinitial officers of the Company are set forth on Schedule B attached hereto.

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# 15.           Other Business.  The Member may engage in or possess aninterest in other business ventures (unconnected with the Company) of everykind and description, independently or with others.  The Company shall not have any rights in orto such independent ventures or the income or profits therefrom by virtue ofthis Agreement.

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# 16.           Exculpation and Indemnification.  No Member, Manageror Officer shall be liable to the Company, or any other person or entity whohas an interest in the Company, for any loss, damage or claim incurred byreason of any act or omission performed or omitted by such Member, Manager orOfficer in good faith on behalf of the Company and in a manner reasonablybelieved to be within the scope of the authority conferred on such Member,Manager or Officer by this Agreement, except that a Member, Manager or Officershall be liable for any such loss, damage or claim incurred by reason of suchMember’s, Manager’s or Officer’s gross negligence or willful misconduct.  To the fullest extent permitted by applicablelaw, a Member, Manager or Officer shall be entitled to indemnification from theCompany for any loss, damage or claim incurred by such Member, Manager orOfficer by reason of any act or omission performed or omitted by such Member,Manager or Officer in good faith on behalf of the Company and in a mannerreasonably believed to be within the scope of the authority conferred on suchMember, Manager or Officer by this 

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# Agreement,except that no Member, Manager or Officer shall be entitled to be indemnifiedin respect of any loss, damage or claim incurred by such Member, Manager orOfficer by reason of gross negligence or willful misconduct with respect tosuch acts or omissions; provided, however, that any indemnity underthis Section 16 shall be provided out of and to the extent of Companyassets only, and no Member shall have personal liability on account thereof.

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# 17.           Assignments.  A Member may assign in whole or in part itslimited liability company interest by a written instrument executed by theMember.  If a Member transfers all of itsinterest in the Company pursuant to this Section, the transferee shall beadmitted to the Company upon its execution of an instrument signifying itsagreement to be bound by the terms and conditions of this Agreement.  Such admission shall be deemed effectiveimmediately prior to the transfer, and, immediately following such admission,the transferor Member shall cease to be a member of the Company.

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# 18.           Admission of Additional Members.  One (1) ormore additional members of the Company may be admitted to the Company with thewritten consent of the Member.

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# 19.           Dissolution.

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## a.             The Company shall be dissolved upon the occurrence of any ofthe following events: (i) the occurrence of events specified in writing inthe articles of organization, if any; (ii) by the written consent of theMember in accordance with R.S. 12:1318; or (iii) upon entry of a decree of judicial dissolution under R.S.12:1335, as amended.

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## b.             As soon as possible following the occurrence of any of theevents specified in this Section effecting the dissolution of the Company,the appropriate representative of the Company shall execute Articles ofDissolution to dissolve the Company in such form as shall be prescribed by theLouisiana Secretary of State and file same with the Louisiana Secretary ofState’s office.

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## c.             The bankruptcy of the Member will not cause the Member tocease to be a member of the Company and upon the occurrence of such an event,the business of the Company shall continue without dissolution.

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## d.             In the event of dissolution, the Company shall conduct onlysuch activities as are necessary to wind up its affairs (including the sale ofthe assets of the Company in an orderly manner), and the assets of the Companyshall be applied in the manner, and in the order of priority, set forth in Part VII.of the Act.

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# 20.           Separability of Provisions.  Each provision of this Agreement shall beconsidered separable and if for any reason any provision or provisions hereinare determined to be invalid, unenforceable or illegal under any existing orfuture law, such invalidity, unenforceability or illegality shall not impairthe operation of or affect those portions of this Agreement which are valid,enforceable and legal.

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# 21.           Entire Agreement.  This Agreement constitutes the entireagreement of the Member with respect to the subject matter hereof.

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# 22.           Governing Law.  This Agreement shall be governed by, andconstrued under, the laws of the State of Louisiana (without regard to conflictof laws principles), all rights and remedies being governed by said laws.

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# 23.           Amendments.  This Agreement may not be modified, altered,supplemented or amended except pursuant to a written agreement executed anddelivered by the Member.

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# 24.           Sole Benefit of Member.  The provisions of this Agreement (including Section 11)are intended solely to benefit the Member and, to the fullest extent permittedby applicable law, shall not be construed as conferring any benefit upon anycreditor of the Company (and no such creditor shall be a third-partybeneficiary of this Agreement), and the Member shall have no duty or obligationto any creditor of the Company to make any contributions or payments to theCompany.

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IN WITNESS WHEREOF, the undersigned, intending to be legally boundhereby, has duly executed this Agreement as of the date first written above.

 

 
|   | JALOU  L.L.C.,                         |
|--------|----------------------------------------|
|   | a  Louisiana limited liability company |
|   |                                   |
|   |                                   |
|   | By:                                    | /s/  Stan W. Guidroz |
|   |                                   | Stan  W. Guidroz, Executive Vice President |

 

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**ScheduleA**

 

**toJALOU SILVER DOLLAR, LLC**

**LimitedLiability Company Agreement**

 

**MEMBER**

 
| **Name**     | ** ** | **Mailing Address**               | ** ** | **Agreed Value of  Capital Contribution** | ** ** | **Percentage   Interest** | ** ** |
|--------------|------------|----------------------------------------|------------|----------------------------------------------------------|------------|--------------------------------|------------|
| JALOU L.L.C. |       | 1231 Main  Avenue Cleveland,  OH 44113 |       | $                                                        | 1,000.00   |                           | 100        | % |
|              |            |                                        |            |                                                          |            |                                |            |  |

 

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**ScheduleB**

 

**toJALOU SILVER DOLLAR, LLC**

**LimitedLiability Company Agreement**

 

**OFFICERS**

 

| **Name**          | ** ** | **Title**                                                  |
|-------------------|------------|------------------------------------------------------------|
| Jeffrey P. Jacobs |       | Chairman and Manager                                       |
|              |       |                                                       |
| Stan W. Guidroz   |       | President and Manager                                      |
|              |       |                                                       |
| Reid M. Smith     |       | Secretary/Treasurer,  Executive Vice President and Manager |

 

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