TERMINATION OF OPERATING
AGREEMENT
This Termination
of Operating Agreement (this “Termination Agreement”)
is made effective as of this 31 st day of July, 2008 by and between MGM Jean, LLC,
a Nevada limited liability company, and Jeanco Realty Development,
LLC, a Nevada limited liability company (collectively, the
“Partners” and individually, a
“Partner”).
Whereas , the
Partners entered into that certain Operating Agreement of Jeanco,
LLC (the “Operating Agreement”), dated as of
February 9, 2007; and
Whereas , the
Operating Agreement provided for the formation of a limited
liability company pursuant to the Nevada Limited Liability Company
law to be called Jeanco, LLC, which limited liability company was
not formed; and
Whereas , the
Partners now desire to terminate the Operating Agreement and to
forever release each other from all duties, rights, claims,
obligations and liabilities arising from, in connection with, or
relating to, the Operating Agreement, all as provided
herein.
Now, Therefore , in
consideration of the mutual covenants set forth in this Termination
Agreement, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the
Partners, intending to be legally bound, agree as
follows:
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