8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 30, 2008

Morgans Hotel Group Co.
(Exact name of registrant as specified in its charter)

Delaware	001-33738	16-1736884
(State or other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

475 Tenth Avenue New York, NY	10018
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (212) 277-4100

Not applicable

(Former name or former address if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry Into a Material Definitive Agreement.

On June 30, 2008, Morgans LV/Investment LLC, a Delaware limited liability company (“Morgans”) and an affiliate of the Morgans Hotel Group Co., and Echelon Resorts Corporation, a Nevada corporation and a subsidiary of Boyd Gaming Corporation (“Boyd”), entered into the Second Amendment (the “Second Amendment”) to Morgans Las Vegas, LLC Limited Liability Company Agreement, a joint venture agreement governing the development of the Delano Las Vegas and the Mondrian Las Vegas at Echelon Place (the “Joint Venture”).

The Second Amendment, among other things, extends from June 30, 2008 to September 15, 2008 the deadline by which the Joint Venture must obtain construction financing for the development of the Delano Las Vegas and the Mondrian Las Vegas. In the event construction financing is not obtained by such deadline, either member shall be permitted to terminate the Joint Venture.

A copy of the Second Amendment is attached hereto as Exhibit 10.1 and is incorporated herein by reference. The foregoing description of the Second Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Second Amendment.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description
10.1	Second Amendment to Morgans Las Vegas, LLC Limited Liability Company Agreement, dated June 30, 2008, by and between Morgans/LV Investment LLC and Echelon Resorts Corporation

SIGNATURES  

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.  

MORGANS HOTEL GROUP CO.

Date: July 1, 2008

By: /s/ Richard Szymanski                                 

Richard Szymanski
Chief Financial Officer

EXHIBIT INDEX

Exhibit Number	Description
10.1	Second Amendment to Morgans Las Vegas, LLC Limited Liability Company Agreement, dated June 30, 2008, by and between Morgans/LV Investment LLC and Echelon Resorts Corporation

EX-10.1

Exhibit 10.1

SECOND AMENDMENT TO MORGANS LAS VEGAS, LLC

LIMITED LIABILITY COMPANY AGREEMENT

THIS SECOND AMENDMENT (“Amendment”) is made effective as of the 30th day of June, 2008 (“Effective Date”), by and between MORGANS/LV INVESTMENT LLC, a Delaware limited liability company (“Morgans”), and ECHELON RESORTS CORPORATION, a Nevada corporation (“Boyd”). Morgans and Boyd may hereinafter be referred to singularly as a “Party” or “Member” or collectively as the “Parties” and the “Members”.

WITNESSETH:

WHEREAS, Morgans and Boyd entered into a certain Limited Liability Company Agreement, dated January 3, 2006, for the formation of the Company, (the “Original Agreement”).

WHEREAS, Morgans and Boyd amended the Original Agreement pursuant to that certain First Amendment to Morgans Las Vegas, LLC made effective as of the May 15, 2006 (the “First Amendment” and together with the Original Agreement, the “Operating Agreement”).

WHEREAS, Morgans and Boyd desire to revise the Outside Start Date and to make certain other modifications to the Operating Agreement;

WHEREAS, each of the Members desire to enter into this Amendment to amend the Operating Agreement upon the terms and conditions hereinafter set forth.

NOW, THEREFORE, for and in consideration of the mutual promises of the Members and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Members agree as follows:

A. Incorporation of Recitals/Definitions. The foregoing recitals are hereby incorporated herein and made a part hereof as if fully set forth herein. Unless specifically defined herein, all defined terms used in this Amendment shall have the same meanings as those set forth in the Operating Agreement.

B. Operative Amendments.

1. Revised Definitions

The following definitions of the Operating Agreement are hereby amended and restated in their entirety to read as follows:

“Boyd Controlled Affiliate” shall mean any Person the beneficial equity interests of which are more than 50% owned, directly or indirectly, by the Boyd Parent.

“Contribution Date” shall mean the date on or after the closing of the Construction Loan that all conditions for the initial funding under the Construction Loan, other than the Minimum Equity Condition, are satisfied.

“Land” shall mean the real property (including any easements, rights of way, access rights, approvals and Entitlements, and any other rights, benefits or obligations appurtenant thereto) located on the approximately 5.98 acre parcel of land, identified on Exhibit B-1, which is attached hereto and incorporated herein, at the southernmost boundary of Echelon Place as more particularly described on the Preliminary Site Plan.

“Morgans Controlled Affiliate” shall mean any Person the beneficial equity interests of which are more than 50% owned, directly or indirectly, by the Morgans Parent.

“Outside Start Date” shall mean September 15, 2008.

2. New Definition

The following new definition shall be added to the Operating Agreement:

“Minimum Equity Condition” shall mean a condition to the initial funding of the Construction Loan that (a) is set forth in the Construction Loan Agreement, and (b) provides that the Company, as borrower under the Construction Loan Agreement, shall have expended a minimum amount of cash equity for hard and soft costs in connection with the Project (which minimum amount of cash equity shall not be in excess of the aggregate Initial Capital Contributions required to be made in cash by the Members to the Company pursuant to Section 5.01 hereof) prior to the funding by the Construction Lender of any Construction Loan Proceeds.

3. Opening of the Hotels

The references in Section 4.01 and Section 4.02(a) to “first quarter of 2010” are hereby replaced by “fourth quarter of 2010”.

4. Transfers

(a) Morgans, from time to time, may Transfer its Interest in whole or in part, (i) to any Morgans Controlled Affiliate, including (without limitation) any Transfer of equity interests in Morgans so long as Morgans shall be, as of the date of such Transfer, a Morgans Controlled Affiliate; provided, however, any Transfer to a Morgans Controlled Affiliate (other than one controlled 100% directly or indirectly by Morgans Parent) shall require the prior approval of Boyd, which approval shall not be unreasonably delayed, conditioned, or withheld, or (ii) in its sole discretion, to any Person as part of, or in connection with, a direct or indirect transfer of ownership or control of Morgans Parent, or (iii) in its sole discretion, in connection with the pending initial public offering of all or substantially all of the assets owned or controlled by the Morgans Parent, provided, however, such transferee agrees to be bound by all the terms, conditions and provisions of this Agreement (including the provisions of this Article 12). For purposes of this Section 12.02(a)(i), it shall not be unreasonable for Boyd to withhold approval for a Transfer hereunder to the extent the proposed transferee is (x) reasonably believed by Boyd to be a competitor of Boyd or Boyd Parent in the gaming and/or resort industry or (y) reasonably believed by Boyd to create an association with Morgans that will cause Morgans to be an unsuitable Member as described in Section 12.05(a).

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(b) Boyd, from time to time, may Transfer its Interest in whole or in part, (i) to any Boyd Controlled Affiliate, including (without limitation) any Transfer of equity interests in Boyd so long as Boyd shall be, as of the date of such Transfer, a Boyd Controlled Affiliate; provided, however, any Transfer to a Boyd Controlled Affiliate (other than one controlled 100% directly or indirectly by Boyd Parent) shall require the prior approval of Morgans, which approval shall not be unreasonably delayed, conditioned, or withheld, or (ii) in its sole discretion, to any Person as part of a direct or indirect transfer of ownership or control of Boyd Parent or a sale of all or substantially all of the assets owned or controlled by the Boyd Parent, provided, however, such transferee agrees to be bound by all the terms, conditions and provisions of this Agreement (including the provisions of this Article 12). For purposes of this Section 12.02(b)(i), it shall not be unreasonable for Morgans to withhold approval for a Transfer hereunder to the extent the proposed transferee is reasonably believed by Morgans to be a competitor of Morgans or Morgans Parent in the hotel industry.

5. First Amendment

The reference to “June 30, 2008” in the penultimate sentence of new Section 5.09(a) of the First Amendment is hereby replaced with “September 15,2008”.

C. Counterparts. This Amendment may be executed in one or more counterparts, each of which shall be deemed to be the same document. The provisions of this Amendment shall survive any termination or dissolution of the Company.

D. No Other Amendments. Except as specifically amended hereby, all of the other terms and conditions of the Operating Agreement remain in full force and effect in accordance with its terms.

E. Governing Law. All questions concerning the construction, validity, and interpretation of this Amendment will be governed by and construed in accordance with the internal law (and not the law of conflicts) of Delaware.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, the Parties have executed this Amendment as of the day and year first above set forth.

MORGANS/LV INVESTMENT LLC
By:	Morgans Group LLC
	By:	/s/ Marc Gordon
	Name:	Marc Gordon
	Title:	CIO & EVP of Capital Markets
ONLY TO THE EXTENT NECESSARY TO GIVE EFFECT TO THIS AMENDMENT:
Morgans Hotel Group Co.
	By:	/s/ Marc Gordon
	Name:	Marc Gordon
	Title:	CIO & EVP of Capital Markets

[Signatures Continue on Next Page]

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[Signatures Continued]

ECHELON RESORTS CORPORATION
	By:	/s/ Paul J. Chakmak
	Name:	Paul J. Chakmak
	Title:	Sr. VP/Treasurer
ONLY TO THE EXTENT NECESSARY TO GIVE EFFECT TO THIS AMENDMENT:
BOYD GAMING CORPORATION
	By:	/s/ Paul J. Chakmak
	Name:	Paul J. Chakmak
	Title:	EVP/Chief Operating Officer

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EXHIBIT B-1

Attached