Exhibit 10.2


 


EXECUTION VERSION


 


AMENDMENT NO. 1 TO THE TRANSITION SERVICES
AGREEMENT


 


THIS AMENDMENT NO. 1 TO THE TRANSITION SERVICES AGREEMENT (the
“Agreement”), dated as of October 24, 2003, is by and between MGM MIRAGE,
a Delaware corporation (“Parent”), and Poster Financial Group, Inc., a Nevada
corporation (“Purchaser”), subject to the provisions of Section 8 of the
Agreement, and is dated as of December 15, 2003 (this “Amendment”).


 


WHEREAS, capitalized terms used but not defined in this Amendment shall
have the meanings ascribed thereto in the Agreement; and


 


WHEREAS, the parties to the Agreement desire to amend the terms of the
Agreement in accordance with Section 11.8 of the Agreement as set forth in
this Amendment.


 


NOW, THEREFORE, in consideration of the foregoing and the respective
covenants, obligations and agreements set forth below, the parties to this
Amendment hereby agree as follows:


 


1.                                       The
last paragraph of Race and Sports Book Transition Services set forth on
Schedule A to the Agreement which relates to the sale of CBS writer
terminals from each of GNLV and GNL to Mirage shall be deleted in its entirety
and have no force or effect.


 


2.                                       This
Amendment shall be governed and construed in accordance with the Laws
applicable to contracts made and to be performed entirely in Nevada, without
regard to any applicable conflicts of Law, except to the extent the mandatory
provisions of the Gaming Laws apply.


 


3.                                       Each
of the parties irrevocably submits to the exclusive jurisdiction of the United
States District Court for the District of Nevada or any court of the State of
Nevada located in Clark County in any action, suit or proceeding arising out of
or relating to this Amendment or any of the transactions contemplated hereby,
and agrees that any such action, suit or proceeding shall be brought only in
such court; provided, however, that such consent to jurisdiction
is solely for the purpose referred to in this paragraph and shall not be deemed
to be a general submission to the jurisdiction of said courts or in the State
of Nevada other than for such purpose. 
Each of the parties hereby irrevocably waives, to the fullest extent
permitted by Law, any objection that it may now or hereafter have to the laying
of the venue of any such action, suit or proceeding brought in such a
court.  Each of the parties further
irrevocably waives and agrees not to plead or claim that any such action, suit
or proceeding brought in such a court has been brought in an inconvenient forum.


 

















 


4.                                       This
Amendment may not be amended or modified by the parties except by an instrument
in writing signed by each of the parties to this Amendment.


 


5.                                       Except
for the provisions of Section 9, this Amendment is for the sole benefit of
the parties and their permitted assigns and nothing herein expressed or implied
shall give or be construed to give any Person, other than the parties and such
assigns, any legal or equitable rights hereunder.


 


6.                                       This
Amendment constitutes the entire agreement of the parties to this Amendment
with respect to the matters set forth herein. 
In the event of any conflict or inconsistency between the provisions of
this Amendment and the provisions of the Agreement, including Schedule A
thereto, the provisions of this Amendment shall govern and control.  Each and every other term, condition,
covenant, representation, warranty and provision set forth in the Agreement
shall remain in full force and effect in accordance with the terms of the
Agreement.  All references to the Agreement
in any other agreement or document shall hereinafter be deemed to refer to the
Agreement as amended hereby.


 


7.                                       This
Amendment may be executed in two or more counterparts, including facsimile
counterparts, each of which shall be deemed an original, but all of which shall
constitute one and the same agreement.


 


8.                                       If
any term or other provision of this Amendment is invalid, illegal or incapable
of being enforced by any Law or public policy, all other terms and provisions
of this Amendment shall nevertheless remain in full force and effect so long as
the economic or legal substance of the transactions contemplated hereby is not
effected in any manner materially adverse to any of the parties.  Upon such determination that any term or
other provision is invalid, illegal or incapable of being enforced, the parties
shall cooperate and  negotiate in good
faith to modify this Amendment so as to effect the original intent of the
parties as closely as possible in an acceptable manner in order that the
transactions contemplated hereby are consummated as originally contemplated to
the greatest extent possible.


 


9.                                       The
parties acknowledge that neither Kirk Kerkorian nor Tracinda Corporation,
individually or collectively, is a party to this Amendment or any of the other
documents executed on the Closing Date. 
The parties further acknowledge that neither Mr. Kerkorian nor Tracinda
Corporation shall have any Liability whatsoever with respect to this
Amendment.  Accordingly, the parties
hereby agree that in the event (a) there is any alleged breach or default or
breach or default by any party under this Amendment or any such document or (b)
any party has or may have any claim arising from or relating to the terms of
this Amendment or any such document, no party shall commence any proceedings or
otherwise seek to impose any Liability


 


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whatsoever against Mr. Kerkorian or Tracinda Corporation by reason of
such alleged breach, default or claim.


 


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remainder of this page is intentionally left blank.)


 


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IN WITNESS WHEREOF, an authorized representative of each of the parties
has duly executed this Amendment as of the date first written above.


 


	
   

  	
  MGM MIRAGE

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ BRYAN L. WRIGHT

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Bryan L. Wright

  
	
   

  	
   

  	
  Title:

  	
  Vice President - Assistant General Counsel

  and Assistant Secretary

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  POSTER FINANCIAL GROUP, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ TIMOTHY POSTER

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Timothy Poster

  
	
   

  	
   

  	
  Title:

  	
  Chairman and Chief Executive Officer