Amendment No. 1 to Stipulation of Settlement



 Exhibit 10.2 
 PAULA T. DOW 
 Attorney General of New Jersey 

Attorney for the State of New Jersey 
 Department of Law and Public Safety 
 David L. Rebuck, Acting Director 

Division of Gaming Enforcement 
 140 E. Front Street 
 Trenton, New Jersey 08625 

			
	 By:
	  	George N. Rover, Assistant Attorney General
		  	(609) 292-0282

 FOX ROTHSCHILD LLP 
 Midtown Building, Suite 400 
 1301 Atlantic Avenue 

Atlantic City, NJ 08401-7212 
 Attorneys for MGM Resorts International 
  

			
	 By:
	  	Nicholas Casiello, Jr., Esq.
		  	Patrick Madamba, Jr., Esq.

 Brian A. Larson 
 Executive Vice President, Secretary and General Counsel 
 Boyd Gaming Corporation

 3883 Howard Hughes Parkway 
 Ninth Floor 
 Las Vegas, Nevada 89169 

(702) 792-7200 

Joseph A. Corbo, Esquire 
 Vice President and General Counsel 
 Marina District Development Company, LLC

 d/b/a Borgata Hotel Casino & Spa 
 1 Borgata Way 
 Atlantic City, New Jersey 08401 

(609) 317-7007 
  

					
	 IN THE MATTER OF THE REOPENED

2005 CASINO LICENSE HEARING OF 
 MARINA
DISTRICT DEVELOPMENT
 COMPANY, LLC
	  	 :
	  	 FIRST AMENDMENT
TO
 STIPULATION OF SETTLEMENT

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 This First Amendment To Stipulation Of Settlement (this “First
Amendment”) having been discussed by and between the parties involved, Paula T. Dow, Attorney General of New Jersey, attorney for State of New Jersey, Department of Law and Public Safety, Division of Gaming Enforcement (the
“Division”), David L. Rebuck, Acting Director, by George N. Rover, Assistant Attorney General, Fox Rothschild LLP by Nicholas Casiello, Jr., Esq. and Patrick Madamba, Jr., Esq., attorneys for MGM Resorts International (formerly, MGM
MIRAGE) (“MGM”), Boyd Gaming Corporation (“Boyd”), by Brian A. Larson, its Executive Vice President, Secretary and General Counsel, and Marina District Development Company, LLC (“MDDC”), by Joseph A. Corbo, its Vice
President and General Counsel, the following has been agreed upon and stipulated to by the parties: 
 BACKGROUND:

 A.        On May 18, 2009, the Division filed a report with
the Casino Control Commission (the “Commission”) captioned Special Report of the Division of Gaming Enforcement to the Casino Control Commission on Its Investigation of MGM MIRAGE’s Joint Venture with Pansy Ho in Macau, Special
Administrative Region, People’s Republic of China (the “Special Report”). 

B.        MGM and the Division agreed to settle and resolve the issues raised in
the Special Report and, in connection therewith: (i) a Stipulation of Settlement dated March 11, 2010 was entered into by and between the Division and MGM (with Boyd, Boyd Atlantic City, Inc., Marina District Development Holding Co., LLC
and MDDC joining in paragraphs Z and CC only) (the “Stipulation”); and a Trust Agreement dated March 24, 2010 was entered into by and among MGM (for and on behalf of itself and MAC), the Division and the Trustee (the “Trust
Agreement”). 
 C.        The Commission approved the Stipulation
and Trust Agreement at its public meeting of March 17, 2010 as set forth in Commission Resolution No. 10-03-17-10. 
 D.        The Effective Date of the Trust Agreement is March 24, 2010. 

  
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 E.        MGM, Boyd and MDDC desire
to amend the Stipulation to extend the Divestiture Period from eighteen (18) months to thirty-six (36) months, and the Division has agreed to so amend the Stipulation, all as set forth in this First Amendment (and a First Amendment To
Trust Agreement, the form of which is attached hereto as Exhibit A) to provide that the Divestiture Period be extended from September 24, 2011 to March 24, 2013. 

F.        The term of the Trustee’s divestiture period shall remain
unchanged and shall commence on March 24, 2013 and terminate on March 24, 2014. 
 TERMS OF FIRST AMENDMENT:

 IT IS THEREFORE AND HEREBY consented to and agreed upon by the Division, MGM, Boyd and MDDC that the
Stipulation is amended as follows: 
 1.        Paragraph D is amended
in its entirety to read as follows: 
 “The Trust Agreement shall be in the form attached to the
Stipulation as Exhibit A together with the First Amendment To Trust Agreement attached hereto as Exhibit A and made a part hereof.” 
 2.        Paragraph H is hereby amended as follows: 
  

	 	(a)	 In the first sentence, deleting “thirty (30) months” and inserting in its place “forty-eight (48) months”; and



  

	 	(b)	 In the second sentence, deleting “eighteen (18) months” and inserting in its place “thirty-six (36) months”.



 3.        Capitalized terms used herein but not
specifically defined herein shall have the meanings given them in the Stipulation. 

4.        This First Amendment may be executed in counterparts, each of which
when executed and delivered shall be an original and all of which together will constitute the same First Amendment. 
 5.        Except as expressly herein amended, all terms and provisions of the Stipulation are hereby ratified and confirmed, and shall remain unmodified and in full
force and effect. 

  
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 6.        This First Amendment shall
be final and binding upon the parties hereto only upon approval by the Commission. 
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		  		 	State of New Jersey, Department
		  		 	of Law and Public Safety,
		  		 	Division of Gaming Enforcement
			
	Dated:        21 July
2011                            	  	By:	 	     /s/ George N. Rover

		  		 	George N. Rover
		  		 	Assistant Attorney General
			
		  		 	Fox Rothschild LLP
			
	Dated:        July 21,
2011                          	  	By:	 	     /s/ Nicholas Casiello, Jr.

		  		 	Nicholas Casiello, Jr., Esquire
		  		 	Patrick Madamba, Jr., Esquire
		  		 	Attorneys for MGM Resorts International
			
		  		 	Marina District Development Company,
		  		 	LLC d/b/a Borgata Hotel Casino & Spa
			
	Dated:        [not
dated]                                      
	  	By:	 	     /s/ Joseph A. Corbo, Jr.

		  		 	Joseph A. Corbo, Jr., Esquire
		  		 	Vice President and General Counsel
			
		  		 	Boyd Gaming Corporation
			
	Dated:        July 22,
2011                          	  	By:	 	     /s/ Brian A. Larson

		  		 	Brian A. Larson
		  		 	Executive Vice President, Secretary
		  		 	and General Counsel


  
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