EXHIBIT 10
WRITTEN CONSENT IN LIEU OF MEETING OF
MEMBERS OF ELDORADO LIMITED LIABILITY COMPANY
In lieu of meeting of the Members ("Members") of ELDORADO LIMITED
LIABILITY COMPANY ("Company"), a Nevada Limited Liability Company, the
Members of the Company, in accordance with Chapter 86 of the Nevada Revised
Statutes and the Operating Agreement of the Company, as amended ("Operating
Agreement"), agree to the following resolutions and actions of the Company:
WHEREAS, pursuant to the Operating Agreement, ELDORADO RESORTS LLC, as
Manager and successor in interest to ELDORADO HOTEL ASSOCIATES LIMITED
PARTNERSHIP, agreed to loan such cash to the Company as was necessary for the
initial capital contribution to the CIRCUS AND ELDORADO JOINT VENTURE for the
construction of the SILVER LEGACY RESORT CASINO; and
WHEREAS, pursuant to Section 9.2 of the Operating Agreement, the Members
may, by unanimous vote, agree to convert the cash loan to an equity position;
and
WHEREAS, the Members hereby agree to convert said loan to an equity
position, thereby increasing the percentage interest of ELDORADO RESORTS
LLC, the Manager, with a corresponding reduction in the percentage interest
of the other Members as reflected on Exhibit "A" hereto; and
WHEREAS, because of the conversion of said loan to an equity interest,
Exhibit "A" of the Operating Agreement must be amended to reflect the new
percentage interests of the Members.
NOW, THEREFORE, BE IT RESOLVED that Exhibit "A" attached hereto, which
has been presented to and reviewed by the undersigned Members and which
correctly states each Member's name, address, initial cash contribution,
initial non-cash contribution, initial value of the Membership interest and
current percentage membership interest shall be and hereby is approved and a
copy thereof shall be attached to and substituted as Exhibit "A" to the
Operating Agreement and shall be inserted in the Minute Book of the Company.
RESOLVED FURTHER that Manager of the Company shall be and hereby is
authorized, empowered and directed to execute all documents and take such
other action as necessary to effectuate this transaction, including, without
limitation, obtaining appropriate approval from the Nevada Gaming Commission.
The transfer of the membership interests as reflected herein is subject to
the prior approval of the Nevada Gaming Commission.
The Members, by signing this Consent, waive notice of the time, place
and purpose of the meeting of the Members and agree to the terms and
conditions and transaction of business as set forth herein.
ELDORADO RESORTS LLC by signing this Consent acknowledges that the
Promissory Notes and loans referenced herein are canceled and deemed fully
satisfied by the increased percentage interest as set forth herein.
DATED as of June 30, 1997.
APPROVED:
ELDORADO RESORTS LLC,
as Successor in Interest
to ELDORADO HOTEL ASSOCIATES
LIMITED PARTNERSHIP,
A Nevada limited partnership,
Member and Manager
By: /s/ XXXXXX X. XXXXXX
---------------------------------
XXXXXX X. XXXXXX
President, Chief Operating
Officer and Managing Member
RECREATIONAL ENTERPRISES, INC.
A Nevada Corporation,
Member
By: /s/ XXXX XXXXXX
---------------------------------
Its: Vice President
-----------------------------
HOTEL-CASINO MANAGEMENT, INC.
A Nevada Corporation
Member
By: /s/ XXXXXXX X. XXXXXX, XX.
---------------------------------
XXXXXXX X. XXXXXX, XX.
President
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EXHIBIT "A"
TO THE
OPERATING AGREEMENT OF
ELDORADO LIMITED LIABILITY COMPANY
MEMBER NAME: ELDORADO RESORTS LLC
A Nevada limited liability company
Address: 000 Xxxxx Xxxxxxxx Xxxxxx
Xxxx, Xxxxxx 00000
Capital Contribution:
Cash in the form of debt
and interest forgiveness $29,373,663
Non-Cash 88.74% Interest in a portion of the
Real Property underlying the Silver
Legacy Resort Casino
Percentage of Interest
Effective June 30, 1997 96.1858%
MEMBER NAME: RECREATIONAL ENTERPRISES, INC.
A Nevada corporation
Address: 000 Xxxxx Xxxxxxxx Xxxxxx
Xxxx, Xxxxxx 00000
Capital Contribution:
Cash Contribution $2,600,000
Non-Cash Contribution 7.5067% Interest in a portion of the
Real Property underlying the Silver
Legacy Resort Casino
Percentage of Interest
Effective June 30, 1997 2.5428%
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MEMBER NAME: HOTEL-CASINO MANAGEMENT, INC.
A Nevada corporation
Address: 000 Xxxxx Xxxxxxxx Xxxxxx
Xxxx, Xxxxxx 00000
Capital Contribution:
Cash Contribution $1,300,000
Non-Cash Contribution 3.7533% Interest in a portion of the
Real Property underlying the Silver
Legacy Resort Casino
Percentage of Interest
Effective June 30, 1997 1.2714%
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