LETTER AGREEMENT BETWEEN MAC, CORP. AND BOYD ATLANTIC CITY



 Exhibit 10.36 
  
 June 16, 2004 
  
 John T. Redmond 
 President and CEO 
 MGM Grand Resorts 
 3600 Las Vegas Boulevard South 
 Las Vegas, NV 80109 
  

	 	Re:	Final Project Costs of Borgata Hotel Casino and Spa 

  
 Dear John: 
  
 This letter agreement (“Letter Agreement”) represents the agreement by all of the undersigned parties as to the final aggregate Project Costs of the Facility, constructed in accordance with the terms of that
certain Operating Agreement (the “Operating Agreement”) of Marina District Development Holding Co., LLC, a New Jersey limited liability company (“Holding Co.”) as adopted and amended by that certain Contribution and Adoption
Agreement, effective December 13, 2000, by and among Holding Co., MAC, CORP., a New Jersey corporation (“MR Sub”) and Boyd Atlantic City, Inc., a New Jersey corporation (“Boyd Sub”). MR Sub and Boyd Sub are the Members of Holding
Co. Unless otherwise defined herein, all capitalized terms in this Letter Agreement shall have the same meaning ascribed to such terms in the Operating Agreement. 
  
 The parties hereby agree as follows: 
  
 A. The Facility opened to the general public on July 3, 2003; and as a result, the Construction Period (as
defined in Section 4.1 of the Operating Agreement) is deemed to have expired on July 2, 2003. 
  
 B. MR Sub and Boyd Sub agree and acknowledge that the final aggregate Project Costs (“Final Project Costs”) are equal to One
Billion One Hundred Five Million Eight Hundred Forty One Thousand One Hundred Nine Dollars ($1,105,841,109); provided, however, that such Final Project Costs shall be adjusted as follows: 
  
 1. Final Project Costs shall be increased by, and Boyd Sub
shall promptly pay as an additional capital contribution, the amount, if any, of any costs incurred to settle or otherwise dismiss that certain litigation between MDDC and Davis-Giovinazzi; and 
  
 2. Final Project Costs shall be decreased by, and MDDC shall
promptly pay to Boyd Sub as a reduction of its paid in capital, the amount, if any, of any refund received by MDDC for water connection fees. 








 John T. Redmond 
 MGM
Grand Resorts 
 June 16, 2004 
  Page
 2
 of 3 
  

 C. The parties also agree and acknowledge that the aggregate approved Project Costs
to be shared equally by Boyd Sub and MR Sub (the “Shared Project Costs”) are as follows: 
  

				
	 Initial anticipated Project Costs:
	  	$	1,035,000,000
	 plus
	  	 	 
	Approved increases in scope, pursuant to Section 3.3(b) of the Operating Agreement, and certain incremental bonuses (collectively, “Approved Scope Increases”):	  	 	39,100,000
	 plus
	  	 	 
	 Jobs and Business Opportunity Program (“Jobs Program”):
	  	 	1,526,313
	 	  	
	

	 Total Shared Project Costs:
	  	$	1,075,626,313
	 	  	
	


  
 Accordingly, the
amount by which the Final Project Costs exceeded the Shared Project Costs (the “Excess Project Costs”) is as follows: 
  

				
	 Final Project Costs:
	  	$	1,105,841,109
	 less
	  	 	 
	 Shared Project Costs:
	  	 	1,075,626,313
	 	  	
	

	 Excess Project Costs:
	  	$	30,214,796
	 	  	
	


  
 D.
Based on the foregoing and in accordance with Section 3.3(b) of the Operating Agreement, Boyd Sub shall make an additional capital contribution in the amount of Thirty Million Two Hundred Fourteen Thousand Seven Hundred Ninety Six Dollars
($30,214,796), representing the Excess Project Costs. Boyd Sub agrees that such contribution shall be made to MDDC within two (2) business days after the acceptance date of this Letter Agreement. 
  
 E. In addition to the capital contribution by Boyd Sub
pursuant to paragraph D above, the parties agree that Boyd Sub shall make a further capital contribution in the amount of Five Hundred Ninety Two Thousand Six Hundred Ninety Seven Dollars ($592,697) to compensate MDDC for the approximate carrying
costs of the Excess Project Costs. 
  
 F. The cost
of the Approved Scope Increases and the Jobs Program totaled Forty Million Six Hundred Twenty Six Thousand Three Hundred Thirteen Dollars ($40,626,313). The parties acknowledge that these costs were agreed to be funded by equal additional capital
contributions from the Members; and as a result thereof, each Member’s required additional capital contribution would be Twenty Million Three Hundred Thirteen Thousand One Hundred Fifty Seven Dollars ($20,313,157). The parties further
acknowledge that, as of the date hereof, each Member’s actual additional capital contribution relating to the Approved Scope Increases and the Jobs Program has been Sixteen Million Three Hundred Fifty Thousand Dollars ($16,350,000). Thus, each
Member has an outstanding balance of Three Million Nine Hundred Sixty Three Thousand One Hundred Fifty Seven Dollars ($3,963,157) in additional capital contributions owing to MDDC. Notwithstanding the foregoing, the parties agree that the Members
shall not fund such outstanding capital contribution balances relating to the cost of the Approved Scope 
  










 John T. Redmond 
 MGM
Grand Resorts 
 June 16, 2004 
  Page
 3
 of 3 
  

 
Increases and the Jobs Program, but rather shall have such costs paid directly from funds otherwise available to MDDC. 
  
 G. With the payment of the capital contributions from Boyd
Sub as set forth in this Letter Agreement, the parties agree and acknowledge that, subject to the potential adjustments set forth in Paragraph B above, (i) no further capital contributions shall be owing or required from either of the Members
relating to the development and construction of the Facility; and (ii) Boyd Sub’s capital contributions in accordance with this Letter Agreement will represent the full and complete satisfaction of Boyd Sub’s additional capital
contribution obligations relating to the development and construction of the Facility under the Operating Agreement. 
  
 Please indicate your agreement to the terms of this Letter Agreement by countersigning below, where indicated. 
  

			
	 Very truly yours,
  
 BOYD GAMING CORPORATION, a
 Nevada corporation

		
	By:	 	/S/    ELLIS LANDAU        
	 Its:
	 	 Executive Vice President and
 Chief Financial Officer

	
	 BOYD ATLANTIC CITY, INC., a
 New Jersey corporation

		
	By:	 	/S/    ELLIS LANDAU        
	 Its:
	 	Vice President and Chief Financial Officer


  
 ACCEPTED AND
AGREED TO this 21st day of June, 2004: 
  

			
	MAC, CORP., a New Jersey corporation
		
	By:	 	/S/    BRYAN L. WRIGHT        
	 Its:
	 	Asst. Secretary
	
	 MIRAGE RESORTS, INCORPORATED,
 a Nevada corporation

		
	By:	 	/S/    BRYAN L. WRIGHT        
	 Its:
	 	Asst. Secretary