exv10w1






EXHIBIT 10.1




     THIS AGREEMENT, dated as of February 26, 2010 (this “Agreement”), is by and among
MARINA DISTRICT DEVELOPMENT HOLDING CO., LLC (the “Company”), BOYD ATLANTIC CITY, INC., a
New Jersey corporation (“Boyd Sub”), BOYD GAMING CORPORATION, a Nevada corporation
(“Boyd”), MAC, CORP., a New Jersey corporation (“MR Sub”), and MGM MIRAGE, a
Delaware corporation.



     Reference is made to (a) the Operating Agreement of the Company (the “Operating
Agreement”), adopted pursuant to the Contribution and Adoption Agreement, dated as of December
13, 2000, among the Company, Boyd Sub and MR Sub (the Operating Agreement, taken together with the
amendments thereto pursuant to this Agreement, is sometimes referred to in this Agreement as the
“Amended Operating Agreement”), and (b) the proposed Stipulation of Settlement (as
hereinafter defined). Capitalized terms used and not otherwise defined herein shall have the
meanings respectively ascribed thereto in the Operating Agreement.



     In consideration of the premises and the covenants and agreements set forth herein,
and for other good and valuable consideration the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:



     1. Boyd Sub hereby (a) approves the Transfer by MR Sub of its entire Interest (the
“Subject Interest”) to the Trust (as hereinafter defined) and (b) agrees that the
requirements of Section 11.4 of the Operating Agreement shall not apply to such Transfer. Upon
such Transfer, the Trust shall, without necessity of any approval, consent or acknowledgment by
Boyd Sub, (i) be admitted as a Member of the Company in the place of MR Sub, (ii) succeed to the
Capital Account of MR Sub and (iii) have all rights of a Member under the Amended Operating
Agreement and all rights under the Amended Operating Agreement incident to the ownership of the
Subject Interest, and the Trustee (as hereinafter defined) shall have the power to exercise all
such rights. Boyd Sub will remain the Managing Member following the Transfer of the Subject
Interest to the Trust, subject to the provisions of the Amended Operating Agreement (including
Section 9.3 thereof).



     2. Boyd Sub acknowledges that the purpose of the Trust is to provide for the sale of the
Subject Interest (and certain related assets contemplated by the Stipulation of Settlement) and the
remittance of the proceeds therefrom to MGM MIRAGE (the economic beneficiary of the Trust) or its
designated subsidiary or Affiliate. The Company and Boyd Sub agree to cooperate, as may reasonably
be requested by MGM MIRAGE or the Trustee, in connection with efforts to market and (subject to the
right of first refusal with respect to Interests under Section 11.4 of the Amended Operating
Agreement), sell the Subject Interest and such related assets. Notwithstanding anything to the
contrary in the Amended Operating Agreement or otherwise, Boyd Sub:



          (a) agrees that the Company shall, and Boyd Sub shall and shall cause the Company and its
subsidiaries to, (i) afford to MGM MIRAGE and the Trustee (as applicable), their respective
representatives and advisors, and entities and persons to whom the Subject Interest is marketed on
behalf of MGM MIRAGE or the Trustee (“Bidders”), and the respective





 









 







representatives, advisors and financing sources of Bidders (“Bidder Team Members”),
such access to the Company’s and its subsidiaries’ properties, contracts, commitments, ledgers,
books and records (subject to Section 3(b) of this Agreement), and to appropriate officers,
employees, representatives and accountants of the Company and its subsidiaries as reasonably
designated by the Company, in each case, as may reasonably be requested by MGM MIRAGE or the
Trustee to facilitate the investigation, marketing, valuation and sale (and financing for a buyer’s
acquisition) of the Subject Interest, (ii) direct appropriate members of senior management of the
Company and its subsidiaries, as reasonably designated by the Company, and representatives of the
Company’s independent auditors, to participate in a reasonable number of meetings and due diligence
sessions with Bidders, Bidder Team Members, MGM MIRAGE, the Trustee, and their respective and
representatives and advisors, in connection with such investigation, marketing, valuation, sale and
financing, and (iii) cooperate with and, as may reasonably be requested by MGM MIRAGE or the
Trustee, assist MGM MIRAGE and the Trustee, in providing information to be utilized in the
preparation of marketing materials with respect to the Subject Interest, and disclosure schedules
and similar documents in connection with any agreement to sell the Subject Interest;




          (b) (i) hereby approves and consents to the Transfer by the Trust of the Subject Interest to a
Third Party, subject only to the requirements of Section 11.4 of the Amended Operating Agreement,
and (ii) agrees that upon a sale of the Subject Interest by the Trust, the transferee of the
Subject Interest shall (subject to the requirements under the New Jersey Casino Control Act, but
without necessity of any approval, consent or acknowledgment by Boyd Sub) be admitted as a Member
of the Company in the place of the Trust and have all rights of a Member under the Amended
Operating Agreement and all rights under the Amended Operating Agreement incident to the ownership
of the Subject Interest and, without limiting the generality of the foregoing, the Trust, MGM
MIRAGE and MR Sub shall be entitled to assign their respective rights under the Amended Operating
Agreement and in and to related assets, in whole or in part in their discretion, to such
transferee; and




          (c) agrees that, if requested to do so by the Trust or the transferee of the Subject Interest,
the Managing Member, on behalf of the Company, shall elect to adjust the basis of the assets of the
Company for federal income tax purposes in accordance with Section 754 of the Code for the
Company’s taxable year in which the sale of the Subject Interest by the Trust occurs. For the
avoidance of doubt, Section 7.8(a) of the Operating Agreement remains in effect and is not limited
by this Agreement.




     3. (a) In connection with any disclosure by MGM MIRAGE or the Trustee to a Bidder of Company
confidential information, MGM MIRAGE or the Trustee, as the case may be, shall require such Bidder
to agree in writing to maintain the confidentiality of such information on terms customary for a
sale transaction comparable to the sale transaction contemplated herein and in the Stipulation of
Settlement, and the Company shall be a third-party beneficiary of each such confidentiality
agreement. MGM MIRAGE or the Trustee shall make good faith efforts to negotiate such
confidentiality agreement and the initial draft of such confidentiality agreement provided to each
Bidder shall be based on the form of confidentiality agreement agreed to as of the date hereof by
the parties hereto and attached as Exhibit A. Following execution of each such
confidentiality agreement, Boyd Sub shall be provided a copy thereof.



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          (a) Boyd Sub shall not be required to provide to Bidders (i) the confidential patron database
of the Company, or any summary thereof or detailed information related thereto (provided that Boyd
Sub shall in any event make available the total number of patrons in the patron database of the
Company, the geographic breakdown (reflected on a percentage basis) of patrons identified in such
database and semi-annual reports on the number of patrons added to the patron database); (ii) any
individual or departmental salaries and wages, other than as may be included in any union
collective bargaining agreement; (iii) confidential prospective marketing strategies and plans, or
the effectiveness or results of the implementation thereof; (iv) confidential settlement agreements
(provided that Boyd Sub shall in any event make available information relating to liabilities
relating to such settlement agreements and a fair description of the claims, their background and
status (however the names (but not a fair description) of the individual parties may be redacted));
(v) confidential security or surveillance reports of the Company’s hotel and casino facility,
except for information that would reasonably be expected to be material to an evaluation of the
Subject Interest; and (vi) vendor price lists and purchase contracts (provided that Boyd Sub shall
in any event make available (A) a summary of material terms of purchase contracts that are relevant
to the evaluation of the Subject Interest by the Bidder, (B) purchase contracts providing for
payments by or to the Company or any of its subsidiaries in excess of $1 million in any fiscal year
and $3 million in the aggregate during the term thereof, or that include non-competition,
non-solicitation or exclusivity covenants and (C) other contracts that are material to the Company
or its subsidiaries, their business and operations). Notwithstanding anything to the contrary in
the foregoing, in connection with late stage negotiations between MGM MIRAGE or the Trustee and one
or more bona fide Bidders (as determined in the respective good faith discretion of MGM MIRAGE or
the Trustee provided that no Bidder shall be deemed bona fide if they have not submitted a bid in
writing, whether or not conditional) relating to a possible sale of the Subject Interest (a
“ Determination ”), following reasonable notice to Boyd Sub of such Determination, meetings
shall be promptly scheduled to provide a reasonable level of detail and information, including
appropriate documents, data or other materials withheld pursuant to clauses (ii), (iv) and (vi) of
the preceding sentence, to each such Bidder’s outside legal counsel, accountants and other
professional outside advisors in supervised data rooms, provided that such outside legal counsel,
accountants and other professional outside advisors may not photocopy such documents, data and
other materials. Likewise, appropriate officers, employees, representatives and accountants of the
Company shall meet with each such bona fide Bidder to discuss matters related to (iii) above, at a
level of detail that is not likely to divulge important trade secrets of the Company, but rather is
intended to give a bona fide Bidder an overview of marketing issues at a level that is customary
and appropriate under the circumstances for the evaluation of a purchase of the Subject Interest.




     4. Boyd Sub, and any Affiliates thereof, shall not incur liability to MGM MIRAGE (or any of
its Affiliates), the Trust, any Bidder or any transferee of the Subject Interest from the Trust, in
each case, resulting from the provision by MGM MIRAGE of information about the Company or the
Subject Interest to Bidders in connection with MGM MIRAGE’s efforts to market and sell the Subject
Interest, except in respect of information provided by Boyd Sub or the Company, and provided,
however, that the foregoing shall not waive or limit any liability that Boyd Sub (and Affiliates
thereof) may have that is unrelated to the provision of such information in connection with such
efforts to market and sell.



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     5. Subject to the occurrence of the
Transfer of the Subject Interest to the Trust (the
“Effective Time”), MGM MIRAGE agrees as follows:



          (a) if, concurrently with or following the occurrence of a Specified Distribution (as
hereinafter defined) and prior to the sale of the Subject Interest by the Trust, the Trust shall
have received a cash distribution from the Company of Distributable Cash in an amount not less than
$10,000,0000 (a “Trust Distribution”), MGM MIRAGE agrees that the Trust shall provide for
$10,000,0000 to be paid to Boyd Sub; and




          (b) following the sale
of the Subject Interest by the Trust and the remittance of the proceeds
of such sale to MGM MIRAGE or MR Sub, MGM MIRAGE shall cause the Subject Amount (as hereinafter
defined) to be paid to Boyd Sub. The “Subject Amount” shall mean: (i) if a Trust
Distribution shall not have been received by the Trust, an amount equal to the greater of (A) the
Net Proceeds Portion (as hereinafter defined) and (B) $10,000,000; and (ii) if a Trust Distribution
shall have been received by the Trust, an amount (if any) equal to the positive number excess (if
any) of the Net Proceeds Portion minus $10,000,000. The “Net
Proceeds Portion” shall mean
an amount equal to three percent (3%) of the cash sale price proceeds received by MGM MIRAGE or MR
Sub from a sale of the Subject Interest by the Trust.




     6. Subject to the occurrence of, and effective upon, the Effective Time, the Operating
Agreement is hereby amended as follows:



          (a) The following defined terms are added to Section 1.10 of the Operating Agreement:





“Stipulation of Settlement” means a Stipulation of Settlement executed on behalf of MGM
MIRAGE and the State of New Jersey, Department of Law and Public Safety, Division of Gaming
Enforcement, In The Matter of The Reopened 2005 Casino License Hearing of Marina District
Development Company, LLC.




“Trust” means the trust established pursuant to (i) the Stipulation of Settlement and (ii) a
Trust Agreement among MGM MIRAGE, MR Sub and the Trustee.




“Trust Holding Period” means the period commencing at the time MR Sub Transfers its Interest
to the Trust and the Trust becomes a Member and ending at such time thereafter as the Trust
Transfers its Interest and the transferee becomes a Member.




“Trustee” means, at any time, the person serving at such time as trustee of the Trust.”



          (b) Section 5.2(e) of the Operating Agreement is restated to read in its entirety as follows:





“If the additional capital contributions of Boyd Sub pursuant to the first sentence of
Section 3.3(a) hereof and pursuant to Section 3.3(b) hereof exceed the fair market value of
the sum of the Property and the other tangible and intangible property referred to in
Section 3.2(c) hereof at the time of the conveyance of the Property to the Company as
specified in Section 3.2(c) hereof, upon liquidation of the Company in accordance with
Article 13 hereof MR Sub shall be allocated items of income and gain, including gross



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income if necessary, in an amount equal to the positive difference, if any, of (i) the
excess of such additional capital contributions over such fair market value, over (ii) the
amount of Specified Distributions to Boyd Sub pursuant to Section 6.2(b) of this Agreement.”



          (c) The following paragraph is added to the end of Section 6.2 of the Operating Agreement:





     “If the Company shall refinance its indebtedness under terms and in circumstances that
permit the Company to make a one time distribution to Members of at least $30,807,493 of
Distributable Cash, the Managing Member shall then be entitled to a one time return of
capital distribution from the Company of $30,807,493 of such Distributable Cash (a
“Specified Distribution“), and all other Distributable Cash shall continue to be
distributed to the Members pro rata in accordance with the provisions of this Article 6 set
forth above this sentence.”



          (d) The following paragraph (e) is added to Section 7.3 of the Operating Agreement:





“(e) To the extent that a report required to be provided by the Managing Member hereunder
was due for periods preceding the Company’s 2008 fiscal year and (ii) was not, as of January
14, 2010, (A) prepared by the Managing Member or the Company or (B) requested by MR Sub (an
“Omitted Old Report”), then the Managing Member shall not be obligated to prepare and
deliver such Omitted Old Report unless a Member (the
“Requesting Member”) shall
inform the Company that the Requesting Member has discovered that it requires such Omitted
Old Report (or information to be included therein) (i) for preparation of tax returns or
required financial statements (or amendments thereto), (ii) to comply with a regulatory
requirement or a request from regulators, (iii) to defend claims, (iv) to pursue claims
(provided that if the claim is by the Requesting Member against the Managing Member, the
Requesting Member shall state that the Requesting Member reasonably believes that
information to be covered by an Omitted Report could establish, or assist the Requesting
Member in realizing, a material asset, right or remedy in favor of the Requesting Member) or
(v) for other purposes that constitute good faith and reasonable cause from the perspective
of the Requesting Member. For the avoidance of doubt, the preceding sentence shall not
limit the obligation of the Managing Member to prepare and deliver, as and when required by
this Agreement, all financial statements, certifications, audit reports and other reports
and information required by this Agreement, other than an Omitted Old Report.”



          (e) The text in Section 7.10 of the Operating Agreement is restated to read in its entirety as
follows:





“Capital
Expenditure Reserve Account . Upon opening of the Facility, Managing Member
shall create a reserve for capital expenditures (the “Capital Expenditure Reserve
Account”) into which Managing Member shall pay monthly amounts equal to three percent
(3%) of the Company’s earnings before interest, depreciation and amortization accrued during
the preceding calendar month, as calculated by Managing Member pursuant to generally
accepted principles of accounting in the gaming industry. The Capital Expenditure Reserve
Account shall be used exclusively for the replacement of



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capital equipment and for improvements to, renovations of or enhancements to the Facility in
accordance with Managing Member’s business judgement, above and beyond any capital
expenditure items contained in the annual Capital Expenditure Budget approved by the Members
as set forth in Section 7.11 hereof. The funds for the Capital Expenditures Reserve Account
shall be deposited into a bank account in accordance with the terms of Section 7.7 hereof.
The signature of an authorized representative of Managing Member shall be the only signature
required to make withdrawals (by check or otherwise) from such account, provided that the
monies withdrawn are to be used only for the purposes set forth herein. Notwithstanding the
first sentence of this Section 7.10, the Members acknowledge and agree that from and after
the opening of the Facility, Managing Member shall have the right, but not the obligation,
to fund the Capital Expenditure Reserve Account with cash, but the lack of funding shall not
affect the calculation of the amount of the Capital Expenditure Reserve Account. No Member
shall have any obligation to make a capital contribution to the Company to fund the Capital
Expenditure Reserve Account.”



          (f) The following proviso is added to the end of Section 9.2(e) of the Operating Agreement:





“provided that, during the Trust Holding Period, the approval of the Trustee shall not be
required for a refinancing of Company indebtedness if such refinancing (i) is provided on an
arm’s-length basis and does not provide, directly or indirectly, for any fee, other
compensation or other financial accommodation to the Managing Member or any Affiliates of
the Managing Member other than the Company, (ii) does not provide for any payment,
commitment, pledge or guaranty by, or recourse against, any past, current or future Member
and (iii) does not provide for any right to accelerate obligations (or otherwise require any
payment to the lenders) upon any Transfer of an Interest by, or change in control of, any
Member other than Boyd Sub;”



          (g) The text in Section 9.2(g) of the Operating Agreement is restated to read in its entirety
as follows:





“capital expenditures in excess of any funds contained in the Capital Expenditure Reserve
Account other than (i) any capital expenditures included in a Capital Expenditure Budget
prepared by the Managing Member and approved by the Non-Managing Member as provided herein,
(ii) any capital expenditures that are Project Costs to be incurred in accordance with the
terms hereof, or (iii) during the Trust Holding Period, other capital expenditures to the
extent paid for ordinary course maintenance of the Borgata Hotel Casino facility (consistent
with past practice, or as otherwise reasonably necessary), and not exceeding $25,000,000 in
the aggregate under this clause (iii) during any 12 consecutive month period;”



          (h) The figure “$500,000” in Section 9.2(i) of the Operating Agreement is replaced with
“$1,000,000”.




          (i) The following proviso is added to the end of Section 9.2(k) of the Operating Agreement:







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“provided that, during the Trust Holding Period, the approval of the Trustee shall not be
required for the retention of any of (A) PricewaterhouseCoopers, (B) Deloitte Touche
Tohmatsu, (C) Ernst & Young or (D) KPMG to audit the Company’s financial statements and
prepare its tax returns;”



          (j) The text Section 9.2(m) of the Operating Agreement is replaced with the following:
“[intentionally omitted];”




          (k) The figure “$50,000” in Section 9.2(n) of the Operating Agreement is replaced with
“$200,000”.




          (l) The word “and” is inserted at the end of Section 9.2(o) of the Operating Agreement and the
text “; and” at the end of Section 9.2(p) of the Operating Agreement is deleted and replaced with
“.”.




          (m) Section 9.2(q) of the Operating Agreement is deleted in its entirety.




          (n) In the second sentence of Section 9.3(a) of the Operating Agreement:




               (i) the word “or” is inserted immediately before clause (iii);



               (ii) clauses (iv), (v) and (vi) (from and including “; (iv)” to and including “Force Majeure
Event(s) specified therein”) are deleted; and



               (iii) the words “specified in (i) through (vi) above” are replaced with “specified in (i)
through (iii) above”.



          (o) In the third sentence of Section 9.3(a), the percentage “3.5%” is replaced with “1.5%”.




          (p) The fourth and fifth sentences of Section 9.3(a) of the Operating Agreement are deleted.




          (q) The following sentence is added to the end of Section 9.4 of the Operating Agreement:





“The Managing Member shall designate from time to time appropriate senior executives and
managers of the Managing Member and of the Company to serve as primary points of contact for
inquiries by Members regarding the Company’s operations.”



          (r) The following proviso is added to the end of the second sentence of Section 9.5(a) of the
Operating Agreement:





“and provided that the approval of the Trustee shall not be required for an appointment or
replacement of the chief executive officer (or equivalent officer) of the Company during the
Trust Holding Period”



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          (s) The second and third sentences of Section 11.2(d) of the Operating Agreement are restated
to read in their entirety as follows:





“All Transfers shall contain an agreement of the transferee to accept the Transfer and to
accept and adopt all of the applicable provisions of this Agreement. The Member making a
Permitted Transfer shall execute, acknowledge and deliver all such documents and instruments
as may be necessary or desirable to effectuate such Transfer, and shall pay all costs and
expenses incurred by the Company in connection with such Transfer.”



          (t) The following text in the first sentence of Section 11.2(e) of the Operating Agreement is
deleted:





“or would cause a default under any agreement or instrument to which the Company is a party
or by which it is bound”



          (u) The proviso in Section 11.4(a) of the Operating Agreement is restated to read in its
entirety as follows:





“, provided that the Member wishing to Transfer its Interest (the “Initiating Member”) first
offers the Interest (or portion thereof) to the other Member as provided in this Section
11.4. Notwithstanding anything to the contrary in this Agreement, Boyd Sub may not
Transfer, without the consent of all Members, all or any part of its Interest in the
Company, pursuant to this Section 11.4 or otherwise, if such Transfer would cause a default
or acceleration under any agreement or instrument to which the Company is party or by which
it is bound.”



          (v) Section 11.4(c) of the Operating Agreement is restated to read in its entirety as follows:





“(c) If the Responding Member does not deliver the Acceptance Notice within the 30-day
period referred to above, the Initiating Member may, within 90 days (or such longer period,
not in excess of 180 days, as may be necessary for the Third Party to satisfy applicable
regulatory requirements) after the expiration of such 30-day period, consummate the proposed
Transfer to a Third Party on the terms set forth in the Offering Notice or on substantially
similar terms. If the Initiating Member does not consummate the proposed Transfer within
such period, the proposed Transfer may not be effected unless the Initiating Member again
complies with the provisions of this Section 11.4.”



     7. For the avoidance of doubt, the obligation, pursuant to the Stipulation of Settlement and
the Trust Agreement for the Trust, to Transfer the Subject Interest, shall be deemed not to breach
any provision of the Operating Agreement or Amended Operating Agreement, it being understood that
Section 11.4 of the Amended Operating Agreement shall be complied with in connection with a sale of
the Subject Interest from the Trust to a Third Party.



     8. (a) Subject to the occurrence of, and effective from and after, the Effective Time, (a) the
Company’s rent payment obligation (but not any property tax or other reimbursement obligation)
under the Surface Lot Ground Lease, as amended, dated August 20,



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2004 (“Surface Lot Ground Lease”) is waived in respect of the period from the
Effective Time until such lease expires or is terminated in accordance with its terms, and (b) the
rent (but not any property tax or other reimbursement obligation) payable by the Company in respect
of post-Effective Time periods under each of the Employee Parking Ground Lease, as amended, dated
January 16, 2002 (“Employee Parking Ground Lease”), Expansion Ground Lease, as amended,
dated January 1, 2005 (“Expansion Ground Lease”) and Tower Expansion & Additional
Structured Parking Ground Lease, as amended, dated January 1, 2005 (“Tower Expansion &
Additional Structured Parking Ground Lease”) is reduced by 10%, respectively, from the rent in
effect immediately prior to the Effective Time, in each case, subject to future increase pursuant
to CPI escalators and other adjustment provisions set forth therein.




          (a) Pursuant to the terms of each of the Surface Lot Ground Lease, Employee Parking Ground
Lease, Expansion Ground Lease and Tower Expansion & Additional Structured Parking Ground Lease
(collectively, the “Leases”), notice is hereby given that MR Sub shall, subject to the
occurrence of the Transfer of the Subject Interest to the Trust, assign all of its right, title and
interest, as landlord, in and to each of the Leases to the Trust. Boyd Sub and the Company hereby
waive any longer notice that may be required under the Leases in respect of such assignments.




     9. (a) The provisions of this Agreement may not be waived, amended or repealed, in whole or in
part, by any of the parties hereto, except with the written consent of each of the parties hereto.



          (a) This Agreement shall be binding on, and inure to the benefit of, the parties hereto and
their respective successors and assigns.




          (b) This Agreement may be executed in one or more counterparts, each of which shall be deemed
an original, but all of which together shall constitute one and the same instrument.




          (c) This Agreement, together with the Operating Agreement (as amended by this Agreement),
constitutes the complete and exclusive statement of the agreement among the parties hereto with
respect to the subject matter of this Agreement.




          (d) Each of the parties hereto agrees to perform any further acts and execute, acknowledge and
deliver any documents or instruments which may be reasonably necessary or appropriate to carry out
the provisions of this Agreement.




          (e) This Agreement shall be governed by and construed in accordance with the laws of the State
of New Jersey, excluding its conflict of law principles. In the event of any litigation between
the parties concerning or arising out of this Agreement, the parties hereby consent to the
exclusive jurisdiction of the federal and state courts in New Jersey.




          (f) This Agreement shall be governed by and construed in accordance with the laws of the State of New Jersey,
excluding its conflict of law principles. In the event of any litigation between the parties concerning or arising out
of this Agreement, the parties hereby consent to the exclusive jurisdiction of the federal and state courts in New Jersey.




     10. Notwithstanding anything to the contrary in Sections 7.10 and 9.2 in the Amended Operating
Agreement, during the Trust Holding Period (as such term is defined in the Amended Operating
Agreement) (A) the Capital Expenditure Reserve Account shall not be funded, (B) no capital
expenditures shall be made using the Capital Expenditure Reserve Account and (C) no



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capital expenditures shall be made except as specifically provided pursuant to clauses (i)
through (iii) of Section 9.2(g) of the Amended Operating Agreement.




     11. MR Sub represents that, to the Knowledge of MR Sub (as defined below), as of the date of
this Agreement there is no breach of the Operating Agreement that has had a material adverse effect
on the business, operations and financial condition of the Company and its subsidiaries, taken as a
whole. Boyd Sub represents that, to the Knowledge of Boyd Sub (as defined below), as of the date
of this Agreement there is no breach of the Operating Agreement that has had a material adverse
effect on the business, operations and financial condition of the Company and its subsidiaries,
taken as a whole. For purposes of this Section: (a) “Knowledge of MR Sub” means the actual
knowledge, as of the date of this Agreement, of James J. Murren, John M. McManus, William
Hornbuckle and Daniel J. D’Arrigo, without any duty of inquiry and which shall not encompass
constructive, imputed or similar concepts of knowledge; and (b) “Knowledge of Boyd Sub” means
the actual knowledge, as of the date of this Agreement, of William S. Boyd, Keith Smith,
Robert L. Boughner, Brian A. Larson, Joseph Corbo and Auggie Cippolini, without any duty of inquiry
and which shall not encompass constructive, imputed or similar concepts of knowledge.



[signature page follows]






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     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.



	 	 	 	 	 
	 	MARINA DISTRICT DEVELOPMENT HOLDING CO., LLC

 	 
	 	By:  	/s/ Keith Smith
 	 
	 	 	Name:  	Keith Smith 	 
	 	 	Title:  	Manager and Vice President 	 
	 
	 	BOYD ATLANTIC CITY, INC.

 	 
	 	By:  	/s/ Brian A. Larson
 	 
	 	 	Name:  	Brian A. Larson 	 
	 	 	Title:  	Vice President and
Assistant Secretary 	 
	 
	 	BOYD GAMING CORPORATION

 	 
	 	By:  	/s/ Brian A. Larson
 	 
	 	 	Name:  	Brian A. Larson 	 
	 	 	Title:  	Executive Vice President,
Secretary and General Counsel 	 
	 
	 	MAC, CORP.

 	 
	 	By:  	/s/ John McManus
 	 
	 	 	Name:  	John McManus 	 
	 	 	Title:  	Secretary 	 
	 
	 	MGM MIRAGE

 	 
	 	By:  	/s/ John McManus
 	 
	 	 	Name:  	John McManus 	 
	 	 	Title:  	Secretary 	 
	 




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