{"id":42410,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/joint-venture-agreement-of-marina-district-development-co-mac.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"joint-venture-agreement-of-marina-district-development-co-mac","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/joint-venture-agreement-of-marina-district-development-co-mac.html","title":{"rendered":"Joint Venture Agreement of Marina District Development Co. &#8211; MAC Corp., Mirage Resorts Inc., Boyd Atlantic City Inc. and Boyd Gaming Corp."},"content":{"rendered":"<pre>\n                           SECOND AMENDED AND RESTATED\n                             JOINT VENTURE AGREEMENT\n\n\n\n\n                                       OF\n\n\n\n\n                       MARINA DISTRICT DEVELOPMENT COMPANY\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n                           Dated as of August 31, 2000\n\n\n\n\n\n\n                           SECOND AMENDED AND RESTATED\n                             JOINT VENTURE AGREEMENT\n\n                                       OF\n\n                       MARINA DISTRICT DEVELOPMENT COMPANY\n\n     This Second Amended and Restated Joint Venture Agreement (the \"Agreement\")\nis made as of August 31, 2000, by and between MAC, CORP. (\"MR Sub\"), a New\nJersey corporation which is a wholly owned subsidiary of Mirage Resorts,\nIncorporated, a Nevada corporation (\"MRI\"), and Boyd Atlantic City, Inc. (\"Boyd\nSub\"), a New Jersey corporation which is a wholly owned subsidiary of Boyd\nGaming Corporation, a Nevada corporation (\"Boyd\") (MR Sub and Boyd Sub are\nhereinafter referred to individually as a \"Venturer\" and collectively as the\n\"Venturers\"). MRI and Boyd are also parties to this Agreement solely for the\nspecific purposes enumerated herein.\n\n\n                                    PREAMBLE\n\n     WHEREAS, on May 29, 1996, MR Sub, MRI, Atlandia Design and Furnishings,\nInc., a New Jersey corporation (which was subsequently dissolved), Grand K,\nInc., a Nevada corporation, and Boyd entered into that certain Joint Venture\nAgreement (the \"Original Agreement\"), relating to a joint venture formed for the\npurpose of designing, developing, constructing, owning and operating a\nhotel-casino and related facilities on property located in the \"Huron North\nRedevelopment Area\" in the Marina area of Atlantic City, New Jersey, which\nproperty was conveyed to MR Sub by deed, dated January 8, 1998, recorded in the\noffice of the County Clerk of the County on January 9, 1998, pursuant to a\nresolution of the City Council of the City of Atlantic City, New Jersey (the\n\"City\"), duly adopted at a meeting of the City Council on December 17, 1997, and\nsigned by the Mayor of the City on December 18, 1997, as such deed was modified\nby that certain Agreement Modifying Deed, recorded in Book 6237, Page 223, on\nJanuary 18, 1999, between the City and MR Sub (collectively, the \"Parcel Deed\"),\nand which property is designated as the \"H-Tract\" on EXHIBIT A attached hereto\n(the \"Parcel\").\n\n     WHEREAS, on July 14, 1998, Grand K, Inc. assigned all of its right, title\nand interest in and to the Original Agreement to Boyd Sub.\n\n     WHEREAS, on July 14, 1998, the Parties entered into that certain Amended\nand Restated Joint Venture Agreement, as amended pursuant to that certain First\nAmendment to Amended and Restated Joint Venture Agreement, dated as of September\n10, 1998 (as amended, the \"Amended and Restated Agreement\"), which Amended and\nRestated Agreement superseded the Original Agreement.\n\n     WHEREAS, MR Sub has subdivided the Parcel and has agreed to convey to the\nJoint Venture, upon the terms and conditions hereinafter set forth, that certain\nportion of the Parcel \n\n                                      -1-\n\n\n\ncommonly known as Block 576, Lot 1.03, comprised of (or to be comprised of)\napproximately twenty-seven and twenty-seven one-hundredths (27.27) acres (the\n\"Property\"). The remainder of the Parcel, excluding the Property, as the same\nmay be further subdivided from time to time, shall be referred to herein as\n\"Tract II.\"\n\n     WHEREAS, the Parties desire to amend and restate the Amended and Restated\nAgreement upon the terms and conditions hereinafter set forth in this Agreement.\n\n     NOW THEREFORE, for good and valuable consideration, the receipt and\nsufficiency of which are hereby acknowledged, and in consideration of the mutual\npromises set forth, the parties agree as follows:\n\n\n                                    ARTICLE 1\n\n                                THE JOINT VENTURE\n\n     Section 1.1 ORGANIZATION. The Venturers hereby confirm that they have\nformed and established a joint venture in the form of a general partnership (the\n\"Joint Venture\") under and pursuant to, and which shall continue to constitute a\njoint venture for purposes of, the provisions of this Agreement and the New\nJersey Uniform Partnership Act (the \"Act\") from and after May 29, 1996, upon the\nterms and conditions set forth in this Agreement.\n\n     Section 1.2 NAME. The name of the Joint Venture shall be Marina District\nDevelopment Company, and all business of the Joint Venture shall be conducted\nsolely in such name or in such other name or names as the Venturers may mutually\ndetermine.\n\n     Section 1.3 PLACE OF BUSINESS. The principal office of the Joint Venture\nshall be located at such place within the County as may be approved by the\nVenturers.\n\n     Section 1.4 BUSINESS OF THE JOINT VENTURE. The business of the Joint\nVenture is to acquire and own the Property and to design, develop, construct,\nfinance, own and operate the Facility on the Property. The purposes of the Joint\nVenture shall include the conduct of casino gaming. In furtherance of its\nbusiness, the Joint Venture shall have and may exercise all the powers now or\nhereafter conferred by the laws of the State of New Jersey on partnerships\nformed under the laws of that State, and may do any and all things related or\nincidental to its business as fully as natural persons might or could do under\nthe laws of that State. One such power shall include, but shall not be limited\nto, the creation, ownership and operation of an entity to be utilized in\nconnection with financing the Facility, whose board of directors shall be\nappointed by the Managing Venturer.\n\n     Section 1.5 PURPOSES LIMITED. The Joint Venture shall be a joint venture\nonly for the purposes specified in Section 1.4. Except as otherwise provided in\nthis Agreement, the Joint Venture \n\n                                      -2-\n\n\n\nshall not engage in any other activity or business and neither Venturer shall\nhave any authority to hold itself out as an agent of the other Venturer in any\nother business or activity.\n\n     Section 1.6 NO PAYMENTS OF INDIVIDUAL OBLIGATIONS. The Venturers shall use\nthe Joint Venture's credit and assets solely for the benefit of the Joint\nVenture. No asset of the Joint Venture shall be transferred or encumbered for or\nin payment of any individual obligation of a Venturer.\n\n     Section 1.7 STATUTORY COMPLIANCE. The Joint Venture shall exist under and\nbe governed by, and this Agreement shall be construed and enforced in accordance\nwith, the laws of the State of New Jersey, including the New Jersey Casino\nControl Act, but excluding its conflict of law principles. The Venturers shall\nmake all filings and disclosures required by, and shall otherwise comply with,\nall such laws. The Venturers shall execute, file and record in the appropriate\nrecords any assumed or fictitious name certificate required by law to be filed\nor recorded in connection with the formation of the Joint Venture and shall\nexecute, file and record such other documents and instruments as may be\nnecessary or appropriate with respect to the formation of, and conduct of\nbusiness by, the Joint Venture.\n\n     Section 1.8 TITLE TO PROPERTY. All property, whether real or personal,\ntangible or intangible, owned by the Joint Venture shall be owned in the name of\nthe Joint Venture and no Venturer shall have any ownership interest in such\nproperty in its individual name or right and each Venturer's interest in the\nJoint Venture shall be personal property for all purposes.\n\n     Section 1.9 DURATION. The Joint Venture commenced as of May 29, 1996 and\nshall continue until dissolved and liquidated pursuant to law or any provision\nof this Agreement.\n\n     Section 1.10 DEFINITIONS. As used in this Agreement:\n\n     \"Acceptance Notice\" has the meaning set forth in Section 11.4 hereof.\n\n     \"Accountants\" has the meaning set forth in Section 7.3 hereof.\n\n     \"Act\" has the meaning set forth in Section 1.1 hereof.\n\n     \"Affiliate\" means a person which directly, or indirectly through one or\n     more intermediaries, controls, is controlled by or is under common control\n     with the person specified; provided, however, that a Venturer, as such,\n     shall not be deemed to be an Affiliate of the other Venturer.\n\n     \"Agreement\" means this Second Amended and Restated Joint Venture Agreement,\n     as the same may be modified or amended from time to time in accordance with\n     the terms hereof.\n\n     \"Allocable Share\" means the Joint Venture's equitable share of any\n     Government Improvement Costs and Master Plan Improvement Costs for which\n     the Joint Venture is \n\n                                      -3-\n\n\n\n     responsible in accordance with the terms and provisions hereof relating to\n     the components of the Government Improvements and Master Plan Improvements\n     that are not for the sole use or benefit of either the Property or Tract\n     II. The Venturers agree that to the extent that a Government Improvement or\n     Master Plan Improvement for which the Joint Venture is responsible in\n     accordance with the terms and provisions hereof is for the use or benefit\n     of the entire Parcel, the Joint Venture's Allocable Share of the Government\n     Improvement Costs and\/or Master Plan Improvement Costs relating thereto\n     shall be 25%. The Venturers further agree that the Joint Venture's\n     Allocable Share of the Initial Master Plan Improvement Costs is as set\n     forth on EXHIBIT B attached hereto and incorporated herein by this\n     reference.\n\n     \"Amended and Restated Agreement\" has the meaning set forth in the Preamble\n     to this Agreement.\n\n     \"Applicable Ratio\" has the meaning set forth in Section 3.5 hereof.\n\n     \"Appraisal Notice\" has the meaning set forth in Section 11.5 hereof.\n\n     \"Appraised Value\" has the meaning set forth in Section 11.5 hereof.\n\n     \"Boyd\" has the meaning set forth in the first paragraph of this Agreement.\n\n     \"Boyd License Agreement\" has the meaning set forth in Section 8.2 of this\n     Agreement.\n\n     \"Boyd Sub\" has the meaning set forth in the first paragraph of this\n     Agreement.\n\n     \"Building Elevation Plans\" means that certain Valet Parking Level Plan,\n     dated as of August 29, 2000, prepared by Anthony A. Marnell II, Chartered,\n     a copy of which has been provided to Boyd Sub and MR Sub prior to the\n     execution of this Agreement.\n\n     \"Bulkhead Project\" has the meaning set forth in Section 4.8 of this\n     Agreement.\n\n     \"CAFRA\" means the New Jersey Coastal Area Facilities Review Act and the\n     rules, regulations and policies promulgated thereunder, as each may be\n     amended from time to time.\n\n     \"Capital Account\" has the meaning set forth in Section 3.10 hereof.\n\n     \"Capital Expenditure Budget\" has the meaning set forth in Section 7.11\n     hereof.\n\n     \"Capital Expenditure Reserve Account\" has the meaning set forth in Section\n     7.10 hereof.\n\n     \"City\" has the meaning set forth in the Preamble to this Agreement.\n\n     \"Closure Reports\" has the meaning set forth in Section 4.4(b) hereof.\n\n                                      -4-\n\n\n\n     \"Code\" has the meaning set forth in Section 5.1 hereof.\n\n     \"Commencement of Construction\" means (i) with respect to construction of\n     the Facility, the date that a notice to proceed is issued by the Managing\n     Venturer or any of its Affiliates to the contractor(s) for the Facility,\n     which date shall, in any event, occur only after receipt by the responsible\n     Venturer or by MRI, as appropriate, of all permits, authorizations and\n     approvals necessary to commence construction of the Facility, including\n     without limitation, all Master Plan Approvals, and (ii) with respect to\n     construction of the MRI Casino Project, the date that a notice to proceed\n     is issued by MRI or its Affiliates to the contractor(s) for the MRI Casino\n     Project, which date shall, in any event, occur only after receipt by MRI or\n     MR Sub, as applicable, of all permits, authorizations and approvals\n     necessary to commence construction of the MRI Casino Project, including\n     without limitation, all Master Plan Approvals.\n\n     \"Connector\" means the Atlantic City-Brigantine Connector road improvement\n     project currently under construction in the City, as the same may be\n     modified from time to time hereafter.\n\n     \"Construction Financing\" means debt financing, which may be unsecured or\n     collateralized by one or more liens on the Property and the Facility or any\n     portion thereof (including purchase money financing collateralized by\n     furniture, furnishings, fixtures, machinery or equipment), to be obtained\n     by the Joint Venture from one or more commercial banks or other lenders\n     (including vendors or the Venturers) for the purpose of funding Project\n     Costs.\n\n     \"Construction Period\" has the meaning set forth in Section 4.1 hereof\n\n     \"County\" means Atlantic County, New Jersey.\n\n     \"CRDA\" means the New Jersey Casino Reinvestment Development Authority.\n\n     \"Cumulative Excess Contributions\" has the meaning set forth in Section 3.5\n     hereof.\n\n     \"Defaulting Venturer\" has the meaning set forth in Section 12.1 hereof\n\n     \"Development Agreement\" means that certain agreement entitled \"An Agreement\n     between the City of Atlantic City and MRI for the Development of the Huron\n     North Redevelopment Area,\" dated May 3, 1996, including all exhibits\n     thereto, as the same was previously amended by Amendments thereto dated\n     January 8, 1998, December 15, 1998 and January 13, 1999, and as the same\n     may be amended or supplemented from time to time hereafter upon the terms\n     and conditions permitted hereby.\n\n     \"Disapproval Notice\" has the meaning set forth in Section 1 1.4 hereof.\n\n     \"Distributable Cash\" has the meaning set forth in Section 6.1 hereof.\n\n                                      -5-\n\n\n\n     \"Employee Parking Lot\" means a surface parking lot which shall be\n     constructed upon a portion of Tract II, as more particularly provided in\n     Section 4.5(a) hereof.\n\n     \"Employee Parking Lease\" means the lease of the Employee Parking Lot, to be\n     entered into between the Joint Venture and MR Sub upon the terms and\n     conditions more particularly set forth in Section 4.5(a) hereof.\n\n     \"Environmental Assessment Reports\" shall mean all environmental assessment\n     reports and data relating to the Property and the Parcel, including without\n     limitation, all Phase I, II and III environmental assessments, Closure\n     Reports, and any and all documentation, correspondence, reports or data\n     relating to any investigation, analyses, cleanup, detoxification, testing,\n     monitoring or remediation of the Property and the Parcel or otherwise\n     relating to the preparation and implementation of any closure, remediation\n     or other required plans, together with evidence of all federal, state and\n     local governmental consents and approvals relating thereto.\n\n     \"Event of Bankruptcy\" has the meaning set forth in Section 12.1 hereof.\n\n     \"Event of Default\" has the meaning set forth in Section 12.1 hereof.\n\n     \"Excess Government Improvement Costs\" means the amount, if any, of the\n     Joint Venture's share of Government Improvement Costs that exceeds, in the\n     aggregate, the sum of $7,500,000.\n\n     \"Excess Master Plan Improvement Costs\" means the amount, if any, of the\n     Joint Venture's share of Master Plan Improvement Costs relating to the\n     Initial Master Plan Improvements that exceeds, in the aggregate, the sum of\n     $27,500,000.\n\n     \"Facility\" means a new hotel-casino and related restaurant, entertainment,\n     retail and other facilities and amenities, containing not less than 2,000\n     guestrooms, to be designed, developed and constructed by the Joint Venture\n     on the Property, including all furniture, fixtures, machinery, equipment\n     and other tangible personal property located therein and used in connection\n     therewith except for any furniture, fixtures, machinery, equipment and\n     other tangible personal property owned by third parties and to be used at\n     or incorporated into the Property relating to (i) the central power plant\n     and related facilities to be constructed and operated by a third party\n     provider, or (ii) any facilities leased to third parties for operation of\n     retail, restaurant or spa facilities.\n\n     \"Force Majeure Event\" has the meaning set forth in Section 4.2(f) hereof.\n\n     \"Government Improvements\" means all off-site and on-site improvements\n     (other than the Initial Master Plan Improvements and any other Master Plan\n     Improvements to be constructed upon the Parcel) required by any federal,\n     state, county, municipal or other governmental or \n\n                                      -6-\n\n\n\n     quasi-governmental agency or by any utility provider, in order to enable\n     the construction of each of the Facility, the Employee Parking Lot, and, if\n     applicable, the MRI Casino Project and the Third Casino on the Parcel,\n     including without limitation, the construction or relocation of any\n     required common air and water quality infrastructure, wetlands remediation,\n     solid waste, ground water and storm water runoff facilities and other\n     similar improvements or projects, and the construction of all improvements\n     required to bring all necessary utilities to the Parcel and to the Property\n     (including without limitation, water, gas, electricity, sewer and\n     telephone), and the relocation of any existing utility service or\n     installation located upon the Parcel that would obstruct the intended\n     development thereof.\n\n     \"Government Improvement Costs\" means all costs and expenses of designing,\n     engineering, developing and constructing the Government Improvements,\n     including without limitation, all direct and indirect costs related\n     thereto, such as labor, materials, supplies, machinery, equipment,\n     construction management, legal, architectural, engineering and design fees,\n     site work, utility installation and hookup or connection charges and fees,\n     construction permits, certificates, bonds, and other deposits, but\n     excluding any and all costs associated with conveying the Property to the\n     Joint Venture which are the sole responsibility of MRI or MR Sub or their\n     Affiliates, as more particularly provided in Section 3.2 hereof, and\n     excluding any other costs or expenses which are the sole obligation of any\n     of the Parties pursuant to the terms hereof.\n\n     \"Initial Master Plan Improvements\" means, collectively, (i) all of those\n     Master Plan Improvements of the type or in the nature of those that are\n     currently anticipated to be constructed upon the Parcel as more\n     particularly described in that portion of the Tishman Construction Company\n     of New Jersey Order of Magnitude Estimate - Update, dated February 22, 2000\n     attached hereto as EXHIBIT C-1 and incorporated herein by this reference;\n     and (ii) preparation of sub-grade up to the underside of the porte cochere\n     road paving surface. Except as otherwise specifically provided in this\n     Agreement, all Initial Master Plan Improvements shall be subject to the cap\n     on Excess Master Plan Improvement Costs.\n\n     \"Initiating Venturer\" has the meaning set forth in Section 11.4 hereof\n\n     \"Interest\" has the meaning set forth in Section 3.6 hereof.\n\n     \"Jobs and Business Opportunities Program\" means a program designed to\n     satisfy the requirements and conditions contained in Section 9 of the\n     Development Agreement.\n\n     \"Losses\" has the meaning set forth in Section 5.1 hereof.\n\n     \"Managing Venturer\" means Boyd Sub until such time, if any, as MR Sub\n     becomes the Managing Venturer pursuant to Section 9.3 hereof, and\n     thereafter means MR Sub or its successor as Managing Venturer.\n\n                                      -7-\n\n\n\n     \"Master Plan\" means the engineering, design and specifications for (i) the\n     entirety of the infrastructure and other improvements that will jointly\n     benefit or be used in common by the MRI Casino Project, the Facility, and\n     if applicable, the Third Casino, including without limitation, all common\n     landscaping, signage, lighting and fencing, the specific points at which\n     the Connector will connect to the Parcel, all roads leading to and from the\n     porte-cocheres and the preparation of sub-grade up to the underside of the\n     porte cochere road paving surface, all traffic, parking, and circulation\n     improvements (including, without limitation, roads, bridges, walkways,\n     monorail systems and other means of transportation within, adjoining or\n     servicing the Parcel and the Property and all landscaping, lighting and\n     fencing related thereto); and (ii) all Government Improvements; excluding\n     only the engineering and design of those improvements that specifically,\n     solely, and individually comprise, respectively, the Facility, the MRI\n     Casino Project, and if applicable, the Third Casino.\n\n     \"Master Plan Approvals\" means all those permits, licenses, and approvals,\n     issued in final, unappealable, and unconditional form, that are required\n     under all applicable federal, state, county and municipal laws, regulations\n     or governmental or quasi-governmental requirements pertaining to or\n     necessary for the formal adoption and approval of the Master Plan and the\n     construction of the Government Improvements, excluding only those permits,\n     licenses, and approvals that pertain solely to the improvements that\n     specifically, solely, and individually comprise, respectively, the\n     Facility, the MRI Casino Project, and if applicable, the Third Casino.\n\n     \"Master Plan Improvement Costs\" means all costs and expenses of designing,\n     engineering, developing, constructing, equipping and opening any Master\n     Plan Improvements, including without limitation, all direct and indirect\n     costs related thereto, such as labor, materials, supplies, furniture,\n     furnishings, fixtures, machinery, equipment, construction management,\n     legal, architectural, engineering and design fees, site work, permits,\n     certificates, bonds, and other deposits, but excluding any and all costs\n     associated with conveying the Property to the Joint Venture, which are the\n     sole responsibility of MRI or MR Sub or their Affiliates, as more\n     particularly provided in Section 3.2 hereof, and excluding any other costs\n     or expenses which are the sole obligation of any of the Parties pursuant to\n     the terms hereof.\n\n     \"Master Plan Improvements\" means any and all improvements included in or\n     built or to be built pursuant to the Master Plan other than any specific\n     improvements included in the Master Plan which constitute Government\n     Improvements.\n\n     \"Memorandum of Agreement\" has the meaning set forth in Section 14.22 of\n     this Agreement.\n\n     \"MGM\" means MGM MIRAGE, a Delaware corporation.\n\n     \"MRI\" has the meaning set forth in the first paragraph of this Agreement.\n\n                                      -8-\n\n\n\n     \"MRI Casino Project\" means a hotel-casino project which may be constructed\n     by MRI or its Affiliates or by any purchaser of Tract II from MRI or its\n     Affiliates.\n\n     \"MR Sub\" has the meaning set forth in the first paragraph of this\n     Agreement.\n\n     \"New Jersey Casino Control Act\" means all the terms and provisions of\n     N.J.S.A. 5:12-1 ET. SEQ., as the same may be modified and amended from time\n     to time.\n\n     \"New Jersey Gaming Authorities\" means, collectively, the New Jersey Casino\n     Control Commission and the New Jersey Division of Gaming Enforcement, or\n     any governmental agency of the State of New Jersey or its political\n     subdivisions which succeeds to the functions of such agencies.\n\n     \"NJDEP\" means the New Jersey Department of Environmental Protection.\n\n     \"Non-Managing Venturer\" means MR Sub until such time, if any, as MR Sub\n     becomes the Managing Venturer pursuant to Section 9.3 hereof, and\n     thereafter means Boyd Sub or its successor as Non-Managing Venturer.\n\n     \"Offering Notice\" has the meaning set forth in Section 11.4 hereof.\n\n     \"Option\" has the meaning set forth in Section 4.5(c) hereof.\n\n     \"Option Agreement\" has the meaning set forth in Section 4.5(c) hereof.\n\n     \"Option Parcel\" has the meaning set forth in Section 4.5(c) hereof.\n\n     \"Ordinance\" has the meaning set forth in Section 3.2(a) hereof.\n\n     \"Original Agreement\" has the meaning set forth in the Preamble to this\n     Agreement.\n\n     \"Parcel\" has the meaning set forth in the Preamble to this Agreement.\n\n     \"Parcel Deed\" has the meaning set forth in the Preamble to this Agreement.\n\n     \"Party\" or \"Parties\" means MR Sub, MRI, Boyd Sub and Boyd, individually or\n     collectively, as appropriate, and their respective successors and assigns.\n\n     \"Profits\" has the meaning set forth in Section 5.1 hereof.\n\n     \"Program\" means the number of guestrooms; the number of parking spaces; the\n     square footage of the retail components of the Facility, including but not\n     limited to the shops, restaurants and other food and beverage outlets,\n     meeting and ballroom space, and spa; and \n\n                                      -9-\n\n\n\n     the number of slot machines and table games to be contained in the\n     Facility, in each case as set forth on EXHIBIT D attached hereto and\n     incorporated herein by this reference, as the same may be amended from time\n     to time as more particularly provided in this Agreement.\n\n     \"Project Costs\" means all hard and soft costs and expenses of designing,\n     engineering, developing, constructing, equipping and opening the Facility\n     paid or accrued prior to the end of the Construction Period, including\n     without limitation (i) all direct and indirect costs related thereto, such\n     as labor, materials, site work, supplies, furniture, furnishings, fixtures,\n     machinery, equipment, construction management, architectural, engineering\n     and design fees paid to non-Affiliates of Boyd Sub, (ii) all out-of-pocket\n     fees and expenses for which Boyd Sub shall be entitled to reimbursement or\n     compensation pursuant to either Section 2.3 or Section 2.4 hereof, and all\n     salaries paid to employees of Boyd Sub or its Affiliates who devote\n     substantially full time to the Joint Venture's designing, engineering,\n     developing, constructing, equipping and opening the Facility, (iii) all\n     Master Plan Improvement Costs and Government Improvement Costs, to the\n     extent payable by the Joint Venture pursuant to the terms of Section 4.2.\n     hereof, (iv) the cost of installing utility service from the Property\n     boundary, (v) the cost of design and construction approvals, permits,\n     certificates, bonds and other non-refundable deposits, (vi) preopening\n     expenses, (vii) costs and expenses of preparing, filing and processing\n     applications to obtain licenses and approvals from the New Jersey Gaming\n     Authorities to the extent payable by the Joint Venture pursuant to Section\n     4.3(d) hereof, (viii) initial gaming and non-gaming bankroll, (ix) interest\n     and fees on the Construction Financing; (x) the cost of creating and\n     implementing the Jobs and Business Opportunities Program; and (xi) the\n     value of the Property as specified in Section 3.2(f) hereof; but excluding\n     (A) costs and expenses of acquiring any additional property pursuant to\n     Section 3.4 hereof; (B) all Road Development Costs associated with the\n     Connector; (C) except as otherwise provided in Section 4.4 hereof, all\n     costs and expenses associated with the evaluation and remediation of\n     environmental contamination of the Property; (D) the amount of Excess\n     Master Plan Improvement Costs, if any, which are the sole obligation of MR\n     Sub, as provided in Section 4.2(c) hereof; and (E) any other costs or\n     expenses which are the sole obligation of MRI or MR Sub as provided herein.\n\n     \"Property\" has the meaning set forth in the Preamble to this Agreement.\n\n     \"Reciprocal Easement Agreement\" has the meaning set forth in Section 3.2(a)\n     hereof.\n\n     \"Redevelopment Plan\" means that certain Redevelopment Plan for the Huron\n     North Redevelopment Area, adopted by the City, dated as of March 15, 1995.\n\n     \"Resort Zone Designation\" means the land zoning classification of the City\n     which authorizes and which is recognized by the New Jersey Gaming\n     Authorities as acceptable for the construction of a casino facility with\n     all forms of legalized gaming permitted pursuant to the laws of the State\n     of New Jersey.\n\n                                      -10-\n\n\n\n     \"Responding Venturer\" has the meaning set forth in Section 11.4 hereof.\n\n     \"Reverter\" has the meaning set forth in Section 3.2(a) hereof.\n\n     \"Road Development Agreement\" means that certain Road Development Agreement,\n     dated as of January 10, 1997, by and among the State of New Jersey, SJTA\n     and AC Holding Corp., a Nevada corporation, as successor by assignment to\n     MRI, which Road Development Agreement has been amended pursuant to that\n     certain First Amendment, dated as of July 31, 1997, that certain Second\n     Amendment, dated as of October 10, 1997, that certain Amended and Restated\n     Third Amendment, dated as of February 1, 1999 and that certain Fourth\n     Amendment, dated as of October 30, 1999, and as the same may hereafter be\n     amended or supplemented from time to time upon the terms and conditions\n     permitted hereby.\n\n     \"Road Development Costs\" means all costs and expenses of designing,\n     developing, constructing, equipping and opening the Connector, including\n     without limitation, any and all direct and indirect costs related thereto,\n     such as labor, materials, supplies, fixtures, machinery, equipment,\n     landscaping, construction management, legal, architectural, engineering and\n     design fees, site work, utility installation and hook-up fees, construction\n     permits, certificates, bonds, and deposits, and any other costs payable by\n     MRI or its Affiliates pursuant to the terms of the Road Development\n     Agreement.\n\n     \"Survey\" shall mean an ALTA survey of the Property prepared by a licensed\n     surveyor or civil engineering firm, which shall be certified to the Joint\n     Venture, each of the Parties, and the Joint Venture's title insurer, and\n     which shall include, without limitation, the legal description and gross\n     acreage of the Property, and the locations of any existing improvements,\n     easements and servitudes existing upon or encumbering the Property.\n\n     \"SJTA\" means the South Jersey Transportation Authority.\n\n     \"Special Revenue Bonds\" means the various series of Special Revenue Bonds\n     (Atlantic City\/Brigantine Connector Project - CRDA H-Tract Revenue Pledge\n     Agreement) issued or to be issued by SJTA to MRI or an Affiliate of MRI\n     pursuant to SJTA's Resolution adopted on October 8, 1997 and the Bond\n     Purchase Agreement dated as of October 10, 1997 between SJTA and MRI, as\n     the same may be amended from time to time hereafter.\n\n     \"Third Casino\" means a casino-hotel project that, in addition to the\n     Facility and the MRI Casino Project, may be constructed upon the Parcel.\n\n     \"Third Party\" has the meaning set forth in Section 11.4(a) of this\n     Agreement.\n\n     \"Tract II\" has the meaning set forth in the Preamble to this Agreement.\n\n     \"Transfer\" has the meaning set forth in Section 11.1 hereof.\n\n                                      -11-\n\n\n\n     \"Tri-Party Agreement\" means that certain agreement captioned H-Tract\n     Tri-Party Agreement, contemplated to be executed pursuant to the Ordinance,\n     by and among the City, the Joint Venture and MR Sub.\n\n     \"Vacated Land\" has the meaning set forth in Section 3.2(a) hereof.\n\n     \"Venturer\" and \"Venturers\" means, individually or collectively, as\n     applicable, the parties named as such in the first paragraph of this\n     Agreement or any successor to either party by Transfer expressly permitted\n     by this Agreement.\n\n\n                                    ARTICLE 2\n\n                                  THE VENTURERS\n\n     Section 2.1 IDENTIFICATION. MR Sub and Boyd Sub shall be the Venturers of\nthe Joint Venture. No other person may become a Venturer except pursuant to a\nTransfer specifically permitted under and effected in compliance with this\nAgreement.\n\n     Section 2.2 SERVICES OF VENTURERS. During the existence of the Joint\nVenture, the Venturers shall be required to devote only such time and effort to\nJoint Venture business as may be necessary to promote adequately the interests\nof the Joint Venture and the mutual interests of the Venturers, it being\nspecifically understood and agreed that the Venturers shall not be required to\ndevote full time to Joint Venture business and, except as provided in Section\n3.4 hereof, each Venturer and its Affiliates may at any time and from time to\ntime engage in and possess interests in other business ventures of every type\nand description, independently or with others, whether or not such ventures\nrelate to or compete with the Facility; and neither the Joint Venture nor the\nother Venturer shall by virtue of this Agreement have any right, title or\ninterest in or to such independent ventures or to the income or profits derived\ntherefrom. The Venturers may, but shall not be required to, organize a\nmanagement company under the laws of Nevada to manage the affairs of the Joint\nVenture in a manner consistent with the provisions of this Agreement.\n\n     Section 2.3 REIMBURSEMENT AND FEES. Unless expressly provided for in this\nAgreement or approved by each of the Venturers, neither of the Venturers nor any\nAffiliate thereof shall be paid any compensation for its management services to\nthe Joint Venture provided pursuant to the terms hereof or be reimbursed for\nout-of-pocket, overhead or general administrative expenses. Notwithstanding the\nforegoing, the Managing Venturer and its Affiliates shall be entitled to\nreimbursement by the Joint Venture for reasonable out-of-pocket costs and\nexpenses incurred for travel to and from the Facility in connection with the\nperformance of any services required or contemplated by this Agreement,\nincluding without limitation, travel in connection with designing, developing,\nconstructing, and operating the Facility. In addition, in the event the Managing\nVenturer requests employees of MR Sub or its Affiliates to travel to the\nFacility for purposes of the Joint Venture's business, or employees of MR Sub or\nits Affiliates to travel to Las Vegas, Nevada for \n\n                                      -12-\n\n\n\npurposes of the Joint Venture's business, then MR Sub or its Affiliates shall be\nentitled to reimbursement by the Joint Venture for reasonable out-of-pocket\ncosts and expenses incurred for such travel.\n\n     Section 2.4 TRANSACTIONS WITH AFFILIATES. The Managing Venturer shall be\nentitled to employ or retain, or enter into any transaction or contract with,\nany Venturer or any officer, employee or Affiliate of any Venturer, provided\nthat the compensation and other terms and conditions of any such arrangement are\nno less favorable to the Joint Venture than those that could reasonably be\nobtained at the time from an unrelated party providing comparable goods or\nservices.\n\n     Section 2.5 LIABILITY OF THE VENTURERS; INDEMNIFICATION. Except as\notherwise may be required by the provisions of the New Jersey Casino Control\nAct, neither Venturer shall be liable for damages or otherwise to the Joint\nVenture or the other Venturer for any act or omission performed or omitted by it\nin good faith on behalf of the Joint Venture and in a manner reasonably believed\nby it to be within the scope of the authority granted to it by this Agreement\nand in the best interests of the Joint Venture if it shall not have been guilty\nof gross negligence, bad faith or willful misconduct with respect to such acts\nor omissions. Each Venturer shall be indemnified by the Joint Venture for, from\nand against any and all claims, losses, damages and liabilities, including\nreasonable attorneys' fees which shall be reimbursed as incurred, arising out of\nor relating to any act or failure to act performed or omitted by it within the\nscope of the authority conferred upon it by this Agreement; provided, however,\nthat such indemnity shall be payable only if such Venturer acted in good faith\nand in a manner it reasonably believed to be in, or not opposed to, the best\ninterests of the Joint Venture. Any indemnity under this Section 2.5 shall be\npaid from, and shall be limited to the extent of, Joint Venture assets, and no\nVenturer shall have any personal liability on account thereof.\n\n\n                                    ARTICLE 3\n\n                 CAPITAL CONTRIBUTIONS; LOANS; CAPITAL ACCOUNTS\n\n     Section 3.1 INITIAL CAPITAL CONTRIBUTIONS. Each Venturer previously\ncontributed to the Joint Venture, as its initial capital contribution, cash in\nthe amount of $1,000.\n\n     Section 3.2 CONTRIBUTION OF PROPERTY.\n\n     (a) Following the latest of such time as: (i) the City shall have adopted\nan ordinance substantially in the form of EXHIBIT E attached hereto and\nincorporated herein by this reference (the \"Ordinance\") providing that upon\nconveyance of the Property to the Joint Venture, the Property shall be released\nfrom all the requirements, restrictions and conditions of the Development\nAgreement, other than the reversion provisions contained in the Development\nAgreement and Parcel Deed, as amended (collectively, the \"Reverter\"), and upon\nsubstantial completion of the Facility, the entire Parcel shall be released from\nthe Reverter and the City will provide the Joint Venture, for recordation in the\noffice of the County Clerk of the County pursuant to N.J.S.A. 46:15-1.1 ET.SEQ.,\nwith an \n\n                                      -13-\n\n\n\ninstrument to reflect the release of the entire Parcel from the Reverter; (ii)\nMR Sub or its Affiliates shall have obtained all other governmental or\nquasi-governmental approvals necessary to permit the transfer of title to the\nProperty to the Joint Venture; (iii) the City has vacated the existing public\nworks facilities located on the Property, and MRI, MR Sub or the City, as\nappropriate, has caused all such facilities to be completely removed from the\nProperty (it being understood and agreed, however, that underground piling\nbeneath the public works facilities shall remain in place, and upon Commencement\nof Construction of the Facility, MRI will promptly reimburse the Joint Venture,\nin the amount of $35,000, as a one-time payment for the installation of new\npiles in and around the area of the existing underground piles, as shown on Pile\nOverlay Drawing P-1, dated as of January 6, 2000, and prepared by Paulus,\nSokolowski and Sartor, Inc.); (iv) MRI and MR Sub have obtained all Master Plan\nApprovals; (v) Managing Venturer shall have obtained all requisite approvals for\nconstruction of the Facility, as contemplated hereunder, from the NJDEP and the\nAtlantic City Planning Board; (vi) MRI or MR Sub shall have obtained from the\nNew Jersey Department of Transportation or the SJTA, as applicable, a vacation\nand extinguishment of any public rights in a certain portion of the former North\nCarolina Avenue having a size of 0.067 acres, all as more specifically shown on\nEXHIBIT F attached hereto and made a part hereof (the \"Vacated Land\"), which\nvacation and extinguishment shall be in a form acceptable to Managing Venturer,\nin its reasonable discretion, and acceptable to its title insurer and shall be\nsufficient to convey good and marketable fee simple title to the Vacated Land to\nthe Joint Venture and to enable the Joint Venture, upon payment of the regular\nand customary insurance premium, to obtain an owner's policy of title insurance\nfrom its title insurer, insuring, without exception, the Joint Venture as the\nfee simple owner of the Vacated Land; (vii) MRI, MR Sub or its Affiliates or\ntheir successors and assigns shall have provided to the Joint Venture a\nreciprocal easement agreement (the \"Reciprocal Easement Agreement\") in form and\nsubstance acceptable to Managing Venturer, in its reasonable discretion, and\nacceptable to the provider of Construction Financing, and in form and substance\nlegally sufficient for recordation in the office of the County Clerk of the\nCounty, granting to the Joint Venture such easements and other rights to use any\nGovernmental Improvements or Master Plan Improvements which are located on the\nParcel and are necessary or desirable, in the reasonable opinion of Managing\nVenturer, for the Joint Venture's construction, use, maintenance or occupancy of\nthe Facility, including but not limited to the Initial Master Plan Improvements;\n(viii) MR Sub and Managing Venturer shall have agreed upon the form and\nsubstance of the Option Agreement; (ix) MR Sub and Managing Venturer shall have\nagreed upon the form and substance of the Employee Parking Lease; and (x) MR Sub\nand Boyd Sub shall be satisfied, in their reasonable discretion, that all\nconditions to allow the first draw under the Construction Financing shall have\nbeen met or are capable of being met; MR Sub shall, as an additional capital\ncontribution, convey, or cause to be conveyed, to the Joint Venture fee simple\ntitle to the Property. Such conveyance shall be made by bargain and sale deed,\nwith covenants as to the grantor's acts, and with covenants that the Property\nshall be free and clear of all monetary liens and encumbrances and all other\nliens, encumbrances, rights and restrictions which would materially adversely\naffect the Joint Venture's contemplated use of the Property, other than those\nliens, encumbrances, rights and restrictions contained or referred to in (i) the\nParcel Deed or (ii) the Transnation Title Insurance Company Title Commitment\nnumber 98-14779, dated effective as of December 27, 1999 (except for Exception\nNo. 23, relating to the Reverter, which shall be modified pursuant to the\nOrdinance.\n\n                                      -14-\n\n\n     (b) Boyd Sub acknowledges that a portion of the Property is not currently\nwithin the Resort Zone Designation, and such portion is not zoned for the\nconstruction of the casino component of the proposed Facility. MRI and MR Sub\nhereby represent and warrant, however, that the zoning for the portion of the\nProperty that is not within the Resort Zone Designation will allow for the\nconstruction of restaurants, hotel towers, retail, parking garages, showrooms,\nadministrative office space and any and all other non-casino space to be\ndeveloped in connection with the Facility. To the extent that the City or the\nNew Jersey Gaming Authorities shall require a re-zoning of all or any portion of\nthe Property to the Resort Zone Designation, or to the extent that Boyd Sub\ndeems it reasonably necessary to have all or any portion of the Property\nre-zoned to the Resort Zone Designation in order to best utilize the Property to\nconstruct the Facility, then the Venturers shall cooperate with each other to\nuse all commercially reasonable efforts to attempt to obtain such re-zoning of\nthe Property, with the cost thereof to be a Project Cost to be paid by the Joint\nVenture.\n\n     (c) The Venturers agree, solely for purposes of this Agreement, that as of\nthe date that MR Sub contributes the Property to the Joint Venture, MR Sub shall\nreceive credit for a capital contribution to the Joint Venture in the amount of\n$90,000,000, a portion of which amount shall reflect the actual fair market\nvalue of the Property, as determined at such time by an appraisal obtained by\nManaging Venturer, and the remainder of which shall reflect the fair market\nvalue of certain other tangible and intangible property contributed to the Joint\nVenture by MR Sub, including but not limited to, the Special Revenue Bonds.\n\n     (d) Except as hereinafter provided, all costs and expenses associated with\nthe Environmental Assessment Reports and remediation of the Property, all Road\nDevelopment Costs, all real property transfer taxes or fees, and any other costs\nand expenses of conveying the Property to the Joint Venture, including the cost\nof obtaining the Survey and the cost of an ALTA owner's policy of title\ninsurance, shall be borne solely by MRI or MR Sub, as appropriate, and shall not\nbe costs or expenses of the Joint Venture. Real property taxes and assessments\nrelating to the Property shall be prorated as of the date of contribution of the\nProperty to the Joint Venture. MR Sub shall not be entitled to any increase in\nits capital account or in its Interest in the Joint Venture by virtue of the\nexpenditure of any sums relating to the matters set forth in this Section\n3.2(d). Notwithstanding the foregoing, costs and expenses associated with the\nenvironmental remediation of the Property shall be borne by the Joint Venture as\nProject Costs to the extent that (i) changes in the design or location of the\nFacility from the design and location of the Facility as reflected in the\nBuilding Elevation Plans, or (ii) changes in the location of the Employee\nParking Lot from the location agreed upon pursuant to the terms of Section\n4.5(a) hereof, cause an actual increase in such costs and expenses to MRI or MR\nSub.\n\n     Section 3.3 ADDITIONAL CAPITAL CONTRIBUTIONS.\n\n     (a) At the time of and as a condition concurrent to conveyance of the\nProperty to the Joint Venture by MR Sub pursuant to Section 3.2, Boyd Sub shall\nmake an additional capital contribution of cash aggregating $90,000,000 to the\nJoint Venture. From time to time thereafter, each of the Venturers shall\nconcurrently make equal additional capital contributions of cash aggregating\n\n\n                                      -15-\n\n\n$117,000,000 each to the Joint Venture at such time or times as required by the\nprovider of the Construction Financing or at the time or times as the Managing\nVenturer reasonably determines necessary to coincide with the funding of Project\nCosts; provided, however, that if acceptable to the provider of the Construction\nFinancing, each of the Venturers may provide all or part of such $117,000,000\ncash contribution as subordinated loans, on such terms as the Venturers may\nmutually determine, rather than as capital contributions. Notwithstanding the\nforegoing, if acceptable to the provider of Construction Financing, each\nVenturer shall be entitled to defer a portion of such $117,000,000 capital\ncontribution by providing the Joint Venture with a standby letter of credit in\nthe amount of $25,000,000 as security for its obligation to contribute such\namount. Any such letter of credit shall be on terms and conditions reasonably\nacceptable to the Venturers and to the provider of the Construction Financing,\nbut in any event, each such letter of credit shall provide that the letter of\ncredit may be drawn if, but only if the respective Venturer shall fail to\ncontribute the capital contribution secured by such letter of credit at the time\nrequired by either Managing Venturer or by the provider of Construction\nFinancing pursuant to the express terms of the Construction Financing.\n\n     (b) The Parties acknowledge that as of the date of this Agreement, the\nanticipated total Project Costs (including a reasonable contingency to be\nestablished by Boyd Sub) are $1,035,000,000. Boyd Sub shall make additional\ncapital contributions of cash to the Joint Venture equal to the amount of\nProject Costs that exceed, in the aggregate, the sum of $1,035,000,000, except\nto the extent (i) such Project Costs are the sole obligation of either MRI or MR\nSub or any of their respective Affiliates pursuant to the terms hereof, (ii)\nsuch Project Costs are permitted to be added to the amount of the Construction\nFinancing pursuant to the terms and provisions of Section 4.1 hereof, or (iii)\nthe Venturers mutually agree in writing to increase the size or scope of the\nFacility and to share in the increase in the Project Cost relating to such\nchange in size or scope. The additional capital contributions referred to in the\nimmediately preceding sentence shall be made by Boyd Sub at such time or times\nas required by the provider of the Construction Financing or at the time or\ntimes as the Managing Venturer reasonably determines necessary to coincide with\nthe funding of Project Costs, but in no event prior to the contribution of the\nProperty to the Joint Venture by MR Sub.\n\n     (c) MR Sub shall make additional capital contributions of cash to the Joint\nVenture equal to the amount of any Excess Master Plan Improvement Costs, except\nto the extent of Excess Master Plan Improvement Costs actually caused by (i)\nchanges in the design or location of the Facility from the design and location\nof the Facility as reflected in the Building Elevation Plans, or (ii) changes in\nthe location of the Employee Parking Lot from the location agreed upon pursuant\nto the terms of Section 4.5(a) hereof. The additional capital contributions\nreferred to in the immediately preceding sentence shall be made by MR Sub at\nsuch time or times as required by the provider of the Construction Financing or\nat the time or times as the Venturers reasonably determine to be necessary to\ncoincide with the funding of the Master Plan Improvements.\n\n     (d) In order to fund Project Costs incurred or to be incurred prior to\nconveyance of the Property to the Joint Venture, each Venturer shall, within\nfive (5) business days following the request of the Managing Venturer, make one\nor more additional equal capital contributions of cash to the \n\n\n                                      -16-\n\n\nJoint Venture in amounts sufficient to fund outstanding or anticipated Project\nCosts, as reasonably determined by Managing Venturer, which contributions\n(including such contributions previously made by the Venturers) shall be\ncredited against each Venturer's cash capital contribution obligations due under\nthe second sentence of Section 3.3(a) hereof. In connection with each such\nrequest for capital contributions, Managing Venturer agrees to provide each\nVenturer with quarterly projected cash requirements for the next succeeding\nquarter, which shall contain Managing Venturer's best estimate of the upcoming\ncapital needs of the Joint Venture for such time period.\n\n     (e) MR Sub shall contribute to the Joint Venture 25% of the aggregate\nprincipal amount of each series of Special Revenue Bonds as and when such\nSpecial Revenue Bonds are issued by SJTA to MRI or an Affiliate of MRI, but in\nno event prior to the contribution of the Property to the Joint Venture,\nprovided that the total principal amount of such Special Revenue Bonds so\ncontributed shall not exceed, in the aggregate, $13,750,000. All payments of\nprincipal and interest in respect of the Special Revenue Bonds owned by the\nJoint Venture shall accrue to and be the property of the Joint Venture. At the\ntime of the initial contribution of Special Revenue Bonds to the Joint Venture,\nand as a condition thereto, the Joint Venture shall execute and deliver, and\nagree to perform its obligations under, all agreements and instruments,\nincluding without limitation a Donation Agreement with CRDA in substantially the\nform of the Donation Agreement dated October 10, 1997 between CRDA and MR Sub,\nnecessary to permit the Joint Venture to obtain a credit against its future CRDA\nalternative investment tax obligations to the maximum extent permitted by law.\nThe contribution of the Special Revenue Bonds by MR Sub to the Joint Venture\nshall not increase the capital account or Interest of MR Sub in the Joint\nVenture.\n\n     Section 3.4 ACQUISITION AND DEVELOPMENT OF ADDITIONAL PROPERTY.\n\n     (a) Subject to the terms and conditions of this Agreement, MR Sub or its\nAffiliates may, alone or as a partner, joint venturer, stockholder or associate\nof or with one or more other persons or entities, (i) develop and operate the\nMRI Casino Project on such terms and conditions as it may determine, and (ii)\nacquire, develop and operate additional property adjacent to the Property or the\nParcel on such terms and conditions as it may determine it its sole discretion,\nand neither the Joint Venture nor Boyd Sub shall have any rights with respect\nthereto except such as may be agreed to by each of the Venturers.\n\n     (b) Without the consent of MR Sub, which it may withhold or condition in\nits sole discretion, neither Boyd Sub nor its Affiliates, alone or as a partner,\njoint venturer, stockholder (except for ownership of up to 5% of the stock of\nany publicly traded company) or associate of or with other persons or entities,\nmay acquire or possess an interest in any other gaming property, gaming\ndevelopment project or gaming business located within the Marina area of the\nCity at any time during the term of this Agreement or within three years\nfollowing the termination of this Agreement as a result of the occurrence of an\nEvent of Default by Boyd Sub. Without the consent of MR Sub, which it may\nwithhold or condition in its sole discretion, neither Boyd Sub nor its\nAffiliates, alone or as a partner, joint venturer, stockholder (except for\nownership of up to 5% of the stock of any publicly traded company) or associate\nof or with other persons or entities, may acquire \n\n\n                                      -17-\n\n\nor possess an interest in any project involving the construction and development\nof a new resort\/casino project located within the entire City during the\nthree-year period commencing on the date of this Agreement; provided, however,\nthat the foregoing shall not preclude Boyd Sub or its Affiliates from effecting\nany merger with or acquisition of another entity that owns all or any interest\nin any existing gaming facility in the City (other than in the Marina area of\nthe City) during such three-year period. Notwithstanding the foregoing, the\nrestrictions contained in this Section 3.4(b) shall cease and be of no further\nforce and effect in the event that (A) MRI or MR Sub shall default under any\nmaterial obligation under this Agreement, or (B) this Agreement shall terminate\nor be terminated without any uncured Event of Default on the part of Boyd Sub.\n\n     (c) With the consent of each Venturer, the Joint Venture may acquire\nadditional property beneficial to the Joint Venture in the vicinity of the\nProperty. The purchase price and other terms of any such acquisition shall be\nsubject to the approval of each Venturer. Unless the Venturers agree otherwise,\nthe acquisition cost of any such additional property shall be funded by equal\nadditional capital contributions by each of the Venturers on or prior to the\nacquisition date, which shall not affect the respective obligations of the\nVenturers to make additional capital contributions to the Joint Venture pursuant\nto Section 3.3. If any such additional property is acquired by the Joint Venture\nand the Joint Venture is thereafter dissolved and liquidated, MR Sub shall have\nthe option, exercisable for a period of 90 days following liquidation of the\nJoint Venture, to purchase any or all of such additional property for cash at a\npurchase price equal to the Joint Venture's acquisition cost of such additional\nproperty, plus all other capitalized costs and expenses incurred by the Joint\nVenture in connection with such additional property. Notwithstanding the\nforegoing, MR Sub hereby expressly consents to the acquisition of the Option\nParcel upon the terms and provisions of Section 4.5(c) hereof and of the Option\nAgreement.\n\n     Section 3.5 FAILURE TO MAKE CAPITAL CONTRIBUTIONS.\n\n     (a) If a Venturer defaults in its obligation to make capital contributions\nrequired by this Article 3, the other Venturer shall have and may exercise all\nremedies available pursuant to this Agreement, at law or in equity. In addition,\nif a Venturer defaults in its obligation to make capital contributions in cash\nrequired by this Article 3, the other Venturer may, but shall not be required\nto, contribute to the Joint Venture all or a portion of such amount. If such\nother Venturer contributes any amount to the Joint Venture pursuant to this\nSection 3.5, immediately following such contribution the Interest of the\ncontributing Venturer in the Joint Venture shall be increased and the Interest\nof the Defaulting Venturer in the Joint Venture shall be decreased. The\nresulting Interest of the contributing Venturer shall be the number of\npercentage points (rounded to the nearest one-hundredth of a percentage point)\ndetermined in accordance with the following formula: (i) determine the\npercentage equivalent of a fraction, the numerator of which shall be the\naggregate capital contributions made to the Joint Venture by the contributing\nVenturer pursuant to this Agreement (excluding capital contributions made by\nBoyd Sub pursuant to Section 3.3(b) and by \n\n\n                                      -18-\n\n\nMR Sub pursuant to Section 3.3(c) or Section 3.3(e)), and the denominator of\nwhich shall be the aggregate capital contributions made to the Joint Venture by\nall Venturers pursuant to this Agreement (excluding capital contributions made\nby Boyd Sub pursuant to Section 3.3(b) and by MR Sub pursuant to Section 3.3(c)\nor Section 3.3(e)), (ii) SUBTRACT 50 percentage points, (iii) MULTIPLY the\nresult of (i) and (ii) by the Applicable Ratio (rounded to the nearest\none-hundredth of a percentage point) and (iv) add 50 percentage points to the\nresult of (i), (ii) and (iii). For purposes of the immediately preceding\nsentence, the value of the Property contributed by MR Sub pursuant to Section\n3.2 hereof shall at all times be deemed to be equal to $90,000,000. The\nresulting Interest of the Defaulting Venturer shall be the number of percentage\npoints equal to 100 MINUS the resulting Interest of the contributing Venturer as\ndetermined above.\n\n     (b) As used in this Section 3.5: (i) to the extent that the cash\ncontributed by the contributing Venturer pursuant to this Section 3.5 in\nresponse to such default, together with all cash previously contributed by the\ncontributing Venturer pursuant to this Section 3.5 in response to prior defaults\n(collectively, the \"Cumulative Excess Contributions\"), is less than $30,000,000,\nthe Applicable Ratio shall be 1.20; (ii) with respect to that portion of the\nCumulative Excess Contributions that is between $30,000,000 and $39,999,999, the\nApplicable Ratio shall be 1.30; (iii) with respect to that portion of the\nCumulative Excess Contributions that is between $40,000,000 and $49,999,999, the\nApplicable Ratio shall be 1.40; and (iv) with respect to that portion of the\nCumulative Excess Contributions that is $50,000,000 or more, the Applicable\nRatio shall be 1.50.\n\n     (c) By way of illustration, assume that (i) MR Sub and Boyd Sub each has a\n50% Interest; (ii) MR Sub has previously contributed the Property pursuant to\nSection 3.2 and $117,000,000 pursuant to Section 3.3(a), and Boyd Sub has\npreviously contributed a total of $207,000,000 pursuant to Section 3.3(a); and\n(iii) Boyd Sub is required to contribute an additional $35,000,000 pursuant to\nSection 3.3(b). If Boyd Sub fails to contribute such amount, and MR Sub elects\nto contribute such $35,000,000 pursuant to this Section 3.5, the resulting\nInterest of MR Sub following such contribution would be 54.72%, determined as\nfollows:\n\n$90,000,000 PLUS $117,000,000 PLUS $35,000,000 [MR SUB CASH AND PROPERTY\nCONTRIBUTIONS]\n--------------------------------------------------------------------------------\n\n     $359,000,000 PLUS $90,000,000 [total cash and Property contributions]\n\nEQUALS 53.90%, MINUS 50% EQUALS 3.90%, MULTIPLIED BY 1.21 [the blended\nApplicable Ratio applicable to $35,000,000] EQUALS 4.72%, PLUS 50% EQUALS\n54.72%.\n\nAccordingly, the resulting Interest of Boyd Sub would be 45.28%.\n\n     Section 3.6 INTERESTS. The respective percentage interest (the \"Interest\")\nof the Venturers in the Joint Venture shall initially be as follows:\n\n                           MR Sub - 50%\n                           Boyd Sub- 50%\n\n\n                                      -19-\n\n\nAny additional capital contributions made by Boyd Sub pursuant to Section 3.3(b)\nhereof shall not increase the Interest of Boyd Sub. Any additional capital\ncontributions made by MR Sub pursuant to Section 3.3(c) hereof shall not\nincrease the Interest of MR Sub.\n\n     Section 3.7 LOANS BY VENTURERS TO THE JOINT VENTURE. If the Managing\nVenturer reasonably determines that the Joint Venture's existing funds (giving\neffect to funds available pursuant to existing third-party financing and amounts\nrequired to be contributed to the Joint Venture by the Venturers pursuant to\nSection 3.3) are insufficient to meet the Joint Venture's costs, expenses,\nobligations and liabilities, the Managing Venturer may offer to each Venturer\nthe opportunity to advance funds to the Joint Venture in proportion to its\nrespective Interest. No Venturer shall be required to advance funds to the Joint\nVenture, and neither Venturer shall be permitted to advance funds to the Joint\nVenture without the approval of each Venturer. All amounts so advanced shall\ntake the form of an unsecured loan and shall bear interest at a floating rate\nequal to the Joint Venture's weighted average cost of borrowed funds (or, if the\nJoint Venture then has no borrowed funds, the published prime rate charged from\ntime to time by Bank of America NT &amp; SA). Such loans shall be repayable on\ndemand but solely out of assets of the Joint Venture, in accordance with the\nprovisions of Section 6.2(a) and Article 13 hereof, and no Venturer shall have\nany personal liability on account thereof, nor shall there be any recourse to\nsuch Venturer's assets. To the extent required by the terms of the Construction\nFinancing or such other third-party financing obtained by the Joint Venture,\nrepayment of such loans shall be subordinated to the prior repayment of the\nConstruction Financing or other third-party financing. The provisions of this\nSection 3.7 are solely and exclusively for the benefit of the Venturers, may\nonly be enforced by the Venturers and shall not inure to the benefit of, or be\nenforceable by, any third party, including without limitation any creditor of\nthe Joint Venture.\n\n     Section 3.8 NO FURTHER CAPITAL CONTRIBUTIONS. The Venturers shall not be\nrequired to contribute additional capital or lend any funds to the Joint\nVenture, except as expressly provided in this Article 3.\n\n     Section 3.9 CAPITAL ACCOUNTS. Each Venturer shall have a single capital\naccount (the \"Capital Account\") that, except as otherwise expressly provided by\nthis Agreement, shall be (i) increased by (a) the sum of the cash and the fair\nmarket value at the time of contribution of any property contributed by such\nVenturer, (b) such Venturer's distributive share of Joint Venture Profits and\n(c) the amount of any Joint Venture liabilities assumed by such Venturer or\nsecured by any Joint Venture property distributed to such Venturer and (ii)\ndecreased by (a) the sum of the cash and the fair market value of property\ndistributed to such Venturer, (b) such Venturer's distributive share of Joint\nVenture Losses and (c) the amount of liabilities of such Venturer assumed by the\nJoint Venture or that are secured by property contributed by such Venturer to\nthe Joint Venture. No Venturer shall be entitled to receive or shall be paid\ninterest on its contributions to the capital of the Joint Venture or on its\nCapital Account balance. This Section 3.9 is intended to comply with the\nrequirements of Treasury Regulation ss. 1.704-1(b) regarding the maintenance of\ncapital accounts and shall be interpreted and applied in a manner consistent\nwith that provision.\n\n\n                                      -20-\n\n\n     Section 3.10 RETURN OF CAPITAL. Except as specifically provided herein, no\nVenturer may withdraw capital from the Joint Venture. To the extent any cash\nwhich any Venturer is entitled to receive pursuant to any provision of this\nAgreement would constitute a return of capital, each of the Venturers consents\nto the withdrawal of such capital. If any capital is, or is to be, returned to a\nVenturer, the Venturer shall not have the right to receive property other than\ncash, except as otherwise expressly provided in this Agreement.\n\n\n                                    ARTICLE 4\n\n                           FINANCING, CONSTRUCTION AND\n                           DEVELOPMENT-RELATED MATTERS\n\n     Section 4.1 CONSTRUCTION FINANCING. The Managing Venturer, in consultation\nand cooperation with the Non-Managing Venturer, shall use all commercially\nreasonable efforts to obtain committed Construction Financing as promptly as\ncommercially reasonable in an amount up to $621,000,000 plus the amount of\nadditional indebtedness, if any, allowed or reasonably anticipated by Managing\nVenturer to be allowed pursuant to the third sentence of this Section 4.1 on the\nmost favorable terms available to the Joint Venture. The Managing Venturer shall\nhave the responsibility and authority for the negotiation, structuring and\ndocumentation of the Construction Financing. Without the approval of each\nVenturer, the outstanding principal amount of the Construction Financing shall\nnot exceed 60% of the total Project Costs; provided, however, that (i) if the\nweighted average interest rate accrued on such indebtedness during the period\nbeginning on the day on which the first draw on such indebtedness is made and\nending on the day before the day on which the Facility opens to the general\npublic (the \"Construction Period\") exceeds 10.0% per annum, the outstanding\nprincipal amount of Construction Financing may exceed 60% of the total Project\nCosts and\/or may be increased by an amount equal to 100% of the difference\nbetween (A) the interest accrued on such indebtedness during the Construction\nPeriod and (B) the interest which would have accrued on such indebtedness during\nthe Construction Period if such weighted average interest rate had been 10.0%\nper annum; (ii) without double counting, the outstanding principal amount of\nConstruction Financing may exceed 60% of the total Project Costs and\/or may\nincreased by the amount of Excess Government Improvement Costs, if any; (iii)\nthe outstanding principal amount of Construction Financing may exceed 60% of the\ntotal Project Costs and\/or may be increased by the actual amount of the Joint\nVenture's costs of creating and implementing the Jobs and Business Opportunities\nProgram; and (iv) if acceptable to the provider of Construction Financing, if\nthe Joint Venturers defer a portion of their respective capital contribution\nobligations by providing a standby letter of credit pursuant to the terms of\nSection 3.3(a) hereof, and if the actual total Project Costs are less than\n$1,035,000,000, the outstanding principal amount of Construction Financing may\nexceed 60% of the total Project Costs by the amount of capital contributions so\ndeferred. In any event, without the approval of each Venturer, the aggregate\nprincipal amount of Construction Financing and all other Joint Venture\nindebtedness outstanding at any time (other than Venturer subordinated loans\npermitted by Section 3.3(a) hereof) shall not exceed the sum of $621,000,000\nplus the amount of additional indebtedness, if any, permitted by the immediately\npreceding sentence. The interest \n\n\n                                      -21-\n\n\nrate and other material terms of the Construction Financing and any other Joint\nVenture indebtedness shall be subject to the approval of each Venturer, such\napproval not to be unreasonably withheld or delayed. If nonrecourse debt\nfinancing is not available to the Joint Venture on terms reasonably acceptable\nto the Venturers, the Venturers will cooperate in good faith to agree on\nalternative construction financing and to seek such alternative construction\nfinancing (and in such event such alternative construction financing shall\nconstitute \"Construction Financing\" as such term is used in this Agreement). In\nno event shall the stockholder or other Affiliates of MR Sub or Boyd Sub be\nrequired to guarantee or otherwise assume liability for Construction Financing;\nprovided, however, that Boyd agrees, if required by the providers of\nConstruction Financing, to guarantee to the providers of Construction Financing\nthat following Commencement of Construction of the Facility, Boyd will complete\nthe construction thereof, such guaranty to be in form and substance reasonably\nsatisfactory to Boyd and to the providers of Construction Financing.\n\n     Section 4.2 DESIGN, DEVELOPMENT AND CONSTRUCTION.\n\n     (a) MRI or its Affiliates shall have sole responsibility and authority with\nrespect to the Master Plan, and MRI agrees to use all commercially reasonable\nefforts to attempt (or to cause its Affiliates to attempt) to obtain, as\nexpeditiously as possible, all required Master Plan Approvals for the Parcel and\nthe Property. MRI or its Affiliates, in consultation with Boyd Sub, shall\nprepare and submit all applications for all necessary Master Plan Approvals and\nshall thereafter prosecute such applications diligently to completion. MRI shall\nkeep Boyd Sub fully advised on a regular basis with respect to all aspects of\nthe Master Plan Approvals. Any material changes to the engineering, design\nand\/or composition of the Initial Master Plan Improvements shall be subject to\nthe reasonable approval of Boyd Sub. MRI and its Affiliates shall have\nresponsibility for and shall diligently complete or cause to be completed the\nconstruction of all Master Plan Improvements and Government Improvements in such\na manner as to minimize any inconvenience in or disruption to the construction\nor operation of the Facility upon the Property. MRI and its Affiliates shall\ncause all Government Improvements and those components of the Initial Master\nPlan Improvements more particularly described on EXHIBIT C-2 attached hereto and\nincorporated herein by this reference to be completed on or before the date not\nless than thirty (30) days before the scheduled opening of the Facility to the\npublic. The obligations of MRI or its Affiliates under this Section 4.2(a) shall\nbe expressly referenced in the Memorandum of Agreement to be recorded as more\nparticularly provided in Section 14.22 hereof.\n\n     (b) Upon conveyance of the Property to the Joint Venture, the Joint Venture\nshall become obligated to pay or reimburse MRI or its Affiliates for (i) all\nGovernment Improvement Costs and all Master Plan Improvement Costs relating to\nthe Initial Master Plan Improvements (except to the extent of any Excess Master\nPlan Improvement Costs which are the sole obligation of MR Sub as more\nparticularly provided in Section 3.3(c) hereof) which are for the sole use or\nbenefit of the Property; and (ii) its Allocable Share of all Government\nImprovement Costs, and of all Master Plan Improvement Costs relating to the\nInitial Master Plan Improvements (except to the extent of any Excess Master Plan\nImprovement Costs, which shall be the sole obligation of MR Sub as more\nparticularly provided herein), which are partially for the use of or partially\nbenefit the Property, \n\n\n                                      -22-\n\n\nwhether such costs are incurred prior to or following conveyance of the Property\nto the Joint Venture. Following conveyance of the Property to the Joint Venture,\nthe Joint Venture shall also become obligated to pay or reimburse MRI or its\nAffiliates for the Allocable Share of all reasonable costs and expenses relating\nto the operation, maintenance, repair and necessary replacements of all\nGovernment Improvements, and of the Initial Master Plan Improvements, except to\nthe extent of any costs of operation, maintenance, repair or replacement that\nare required due to the negligence or willful misconduct of MRI or its\nAffiliates or their respective employees, agents or contractors, or to the\nextent the cost of such operation, maintenance, repair or replacement is paid by\nany third party, including without limitation, any insurance or bonding company\nor any other person or business entity. Notwithstanding the foregoing, the Joint\nVenture shall not have any responsibility for any Master Plan Improvement Costs\nor for any costs or expenses relating to the operation or maintenance of any\nMaster Plan Improvements other than those relating to the Initial Master Plan\nImprovements unless Boyd Sub agrees in writing to share in any such costs or\nexpenses.\n\n     (c) Except to the extent provided in Section 3.3(c) hereof, MR Sub shall be\nresponsible, at its sole cost and expense and not as an expense of the Joint\nVenture, for any Excess Master Plan Improvement Costs. MR Sub shall pay such\namount as an additional capital contribution to the Joint Venture, as more\nparticularly provided in Section 3.3(c) hereof.\n\n     (d) Except as provided in Section 4.2(a) hereof and in Sections 4.4 and 9.2\nhereof, the Managing Venturer shall have the responsibility and authority for\nsupervising the design, development and construction of the Facility. Managing\nVenturer shall (i) prepare or cause to be prepared all necessary preliminary\nplans and architectural, engineering, design and construction drawings and other\nconstruction documents for the Facility, (ii) arrange for the Joint Venture to\nobtain a construction contract from a reputable and qualified general contractor\nor a construction management agreement from a reputable and qualified\nconstruction management firm, (iii) engage on behalf of the Joint Venture other\nreputable and qualified contractors or subcontractors, architects, engineers,\ndesigners and other professionals for the design, development and construction\nof the Facility, and (iv) in consultation with MR Sub, prepare, submit and\nprosecute diligently to completion, applications for all necessary\npre-construction permits and approvals for the Facility, including without\nlimitation a CAFRA permit. Managing Venturer shall prosecute construction of the\nFacility in such a manner as to minimize any inconvenience in or disruption to\nthe construction or operation of the Initial Master Plan Improvements. Prior to\nconveyance of the Property to the Joint Venture, MR Sub agrees to execute any\nand all documents, instruments or consents necessary to enable the Managing\nVenturer to apply for and obtain any such permits and approvals for the\nFacility. The Managing Venturer shall keep the other Venturer fully advised on a\nregular basis with respect to all aspects of the design, permitting, development\nand construction of the Facility.\n\n     (e) Without the consent of each Venturer, which consent shall not\nunreasonably be withheld or delayed, Commencement of Construction of the\nFacility shall not occur prior to the closing of the Construction Financing but\nshall occur as promptly as practicable thereafter. If Commencement of\nConstruction of the Facility has not occurred by the first anniversary of the\nearlier to occur of (i) the date of the Commencement of Construction of the MRI\nCasino Project by MRI \n\n\n                                      -23-\n\n\nor its Affiliate, provided that such construction shall at all times thereafter\nproceed with diligence and in a timely manner, or (ii) the date the Property is\ncontributed to the Joint Venture in accordance with and satisfaction of all of\nthe terms and conditions of this Agreement; subject, in both cases, to any\ndelays in the Commencement of Construction of the Facility attributable to\nfactors beyond Boyd Sub's reasonable control, including, without limitation, any\ndelays by MRI or MR Sub in obtaining the Master Plan Approvals, any delays in\nthe Joint Venture's obtaining any and all required consents, permits, licenses\nand approvals necessary to construct the Facility (which delays are not caused\nby any fault on the part of Boyd Sub), or the inability of the Joint Venture to\nobtain Construction Financing upon the terms and conditions provided in Section\n4.1 hereof (but which factors shall not include any lack of financial resources\nthat prevents Boyd Sub from contributing any amount required by Section 3.3\nhereof), for all of which delays the foregoing time period shall be\nautomatically extended for a period of time equal to the corresponding delay,\neither Venturer may, by written notice to the other Venturer delivered within 60\ndays after such date, elect to dissolve the Joint Venture as provided in Article\n13 hereof. In the event of a dissolution of the Joint Venture pursuant to the\nterms and conditions of this Section 4.2(e), which dissolution is not subject to\nany dispute between the Venturers (or which dissolution, in the event of such\ndispute, is finally determined by a judicial tribunal to have been authorized\npursuant to the express terms and conditions of this Section 4.2(e)), Boyd shall\npay MR Sub, from Boyd's funds and not from the assets of the Joint Venture, a\ntermination fee of $2,000,000.\n\n     (f) Boyd Sub shall diligently cause to be completed the construction of the\nFacility in accordance with the Program, as the same may be modified pursuant to\nthe terms hereof, and shall cause the Facility to open to the public as\nexpeditiously as possible. The Venturers acknowledge that the Tri-Party\nAgreement establishes a deadline for the completion of construction of the\nFacility. Subject to a Force Majeure Event, Boyd Sub agrees to cause the\nFacility to be completed on or before the date forty-one (41) months following\nthe Commencement of Construction of the Facility. The Venturers agree to\ndocument the date of the actual Commencement of Construction of the Facility, in\nwriting, for purposes of this Section 4.2(f). The foregoing completion date\nshall be subject to extension for delays caused by force majeure, which shall\ninclude an act of God, sabotage, strike, labor dispute, lock-out or other\nindustrial disturbance not caused by any act or omission of Boyd Sub, act of the\npublic enemy, war, blockade, riots, lightening, fire, flood, explosion, order or\nacts of military or civil authority, failure to timely receive necessary\ngovernmental approvals, so long as such an event is not caused by an act or\nomission of Boyd Sub, and any other cause, whether of the kind specifically\nenumerated above or otherwise, which is not reasonably within the control of\nBoyd Sub (a \"Force Majeure Event\"). In the event MR Sub shall elect to become\nManaging Venturer pursuant to Section 9.3(a)(vi) as a result of Boyd Sub's\nfailure to complete construction of the Facility in the time specified in this\nSection 4.2(f), MR Sub shall use all reasonable efforts to complete the\nconstruction of the Facility on or before the deadline specified in the\nTri-Party Agreement. In addition, upon any such election by MR Sub, Boyd Sub and\nMR Sub shall promptly determine, using reasonable, good faith best efforts, the\nanticipated cost to complete the construction of the Facility, and MR Sub shall\nbe responsible for any and all Project Costs that exceed such estimated amount.\n\n\n                                      -24-\n\n\n     (g) MRI shall have the responsibility and authority to negotiate a project\nagreement with the South Jersey Building and Construction Trades Council on\nbehalf of all developers within the Parcel. Such negotiation shall be conducted\nby a committee chaired by a representative of MR Sub and on which Boyd Sub shall\nbe represented by its most senior in-house construction official.\n\n     Section 4.3 GOVERNMENTAL APPROVALS.\n\n     (a) In addition to using all commercially reasonable efforts in order to\nobtain all Master Plan Approvals, as more particularly provided in Section\n4.2(a) hereof, MR Sub shall have the responsibility and authority, at its sole\ncost and expense and not as an expense of the Joint Venture except as\nhereinafter provided, for preparing and filing all documents, instruments and\napplications necessary to obtain all permits or approvals of all governmental\nand quasi-governmental agencies required in order to contribute the Property to\nthe Joint Venture. Notwithstanding the foregoing, costs and expenses associated\nwith obtaining governmental approvals shall be borne by the Joint Venture as\nProject Costs to the extent that (i) changes in the design or location of the\nFacility from the design and location of the Facility as reflected in the\nBuilding Elevation Plans, or (ii) changes in the location of the Employee\nParking Lot from the location agreed upon pursuant to the terms of Section\n4.5(a) hereof, cause an actual increase in such costs and expenses.\n\n     (b) MRI and MR Sub, in consultation with Boyd Sub, shall prepare and submit\nall applications for the permits and approvals required pursuant to Section\n4.3(a) hereof and shall thereafter prosecute such applications diligently to\ncompletion. With regard to all Master Plan Approvals or other governmental\npermits and approvals required to be obtained pursuant to Section 4.3(a) hereof,\nMRI and MR Sub agree that they will, and will cause their respective consultants\nand contractors, to (i) keep Boyd Sub informed on a regular and timely basis as\nto the status of any and all such approvals and permits which have not been\nreceived prior to the date hereof or which may require modification or\namendment, as permitted hereby, (ii) cooperate with Boyd Sub and give due\nconsideration to any recommendations and\/or proposals made by Boyd Sub with\nregard thereto, and (iii) otherwise not take or permit to be taken any actions\nwhich might materially adversely affect the use and development of the Property\nand the Facility.\n\n     (c) The Managing Venturer shall have the responsibility and authority for\npreparing, filing and processing all applications to obtain all governmental\nlicenses, approvals, permits and entitlements on behalf of the Joint Venture\nnecessary or appropriate for the design, development, construction, ownership\nand operation of the Facility, including without limitation a CAFRA permit,\nbuilding permits and licenses and approvals issued by the New Jersey Gaming\nAuthorities, but excluding all Master Plan Approvals or other governmental\napprovals that are expressly set forth herein as the obligation of MRI or MR\nSub.\n\n     (d) The costs of preparing, filing and processing applications to obtain\nlicenses and approvals from the New Jersey Gaming Authorities, including without\nlimitation, investigation costs, shall be borne by the Venturer who (or whose\nAffiliates) requires such licenses and approvals and shall not be an expense of\nthe Joint Venture. The Venturers shall at all times cooperate with each \n\n\n                                      -25-\n\n\nother and furnish all documents and other information necessary in order to\nobtain such licenses, approvals, permits and entitlements. Notwithstanding the\nforegoing, the costs of obtaining and maintaining a finding of suitability of\nthe Facility as an approved hotel and of obtaining and maintaining a valid\noperation certificate for the Facility from the New Jersey Gaming Authorities\npursuant to Sections 83, 84e and 96, respectively, of the New Jersey Casino\nControl Act, shall be an obligation of the Joint Venture.\n\n     (e) MRI and MR Sub and their respective Affiliates shall not enter into any\namendments to the Development Agreement, the Road Development Agreement or any\nother agreement with any third party or governmental entity that would\nmaterially adversely affect the development of the Property by the Joint Venture\nwithout obtaining the prior written consent of Boyd Sub thereto, which consent\nshall not unreasonably be withheld or delayed by Boyd Sub. If the Managing\nVenturer determines that any amendments or modifications to the Development\nAgreement or Road Development Agreement are reasonably necessary or advisable to\naccommodate the development of the Facility, MRI and MR Sub agree that they will\ntake such steps as are reasonably necessary or advisable to attempt to obtain\nsuch amendments or modifications, provided that such amendments or modifications\ndo not adversely affect the interests of MRI or MR Sub.\n\n     (f) MRI and MR Sub hereby represent and warrant to the Joint Venture that\nMRI and MR Sub have met all of their respective funding obligations under the\nRoad Development Agreement by putting all required contributions into an escrow\naccount. MRI and MR Sub and their respective Affiliates agree (i) not to default\nor take any action or fail to take any action that would cause or constitute a\ndefault under the Road Development Agreement; (ii) not to terminate the Road\nDevelopment Agreement (except in the event of a default thereunder by any other\nparty thereto; provided, however, that prior to any termination as a result of\nany such default, MRI and MR Sub shall diligently pursue any and all other\nrights and remedies available at law or in equity including but not limited to\nspecific performance of the Road Development Agreement);and (iii) to guarantee\nthat they will continue to approve all appropriate funding requests for payments\nto be made pursuant to the terms of the Road Development Agreement.\n\n     Section 4.4 ENVIRONMENTAL MATTERS.\n\n     (a) MRI shall have sole responsibility and authority with respect to and\nshall, at its sole cost and expense and not as an expense of the Joint Venture\n(except as provided in Section 3.2(d) hereof), use all commercially reasonable\nefforts to cause to be diligently completed, the environmental assessment and\nremediation of the Parcel (including the Property, to the extent that such\nassessment and remediation relates to the Facility as it exists at the time of\ninitial public opening and not to any future expansions thereof or additions\nthereto). The environmental assessment and remediation of the Parcel and the\nProperty shall be conducted in accordance with a remediation plan approved by\nall applicable federal, state and local agencies. MRI shall also be responsible,\nat its sole cost and expense and not as an expense of the Joint Venture, for\nsatisfying all commercially reasonable requirements of any provider or providers\nof the Construction Financing and of any title insurance company that provides\neither an ALTA Owner's Policy or a Lender's \n\n\n                                      -26-\n\n\nPolicy of Title Insurance, relating to the environmental assessment or\nremediation of the Parcel. Except for the foregoing costs and expenses, MRI have\nno further liability to the Joint Venture or any Venturer with respect to or in\nany way arising out of the environmental remediation of the Parcel and the\nProperty, and the Parties hereby release MRI and its Affiliates from and waive\nany such liability, damages, costs and expenses.\n\n     (b) MRI shall be entitled to receive and retain any credits or other\nfinancial assistance which may be made available by the State of New Jersey or\nany other governmental entity as a result of expenditures for environmental\nassessment and remediation of the Parcel, including without limitation, pursuant\nto the Municipal Landfill Site Closure, Remediation and Redevelopment Act, L.\n1999, c. 124, as the same may be amended from time to time. The Joint Venture\nshall report, and shall cause all of its contractors, consultants and lessees to\nreport, to MRI, on a monthly basis, all sales and other taxes collected which\nform the basis of any such credits or other financial assistance. To the extent\nthat, pursuant to any applicable law or regulation, any such credits or other\nfinancial assistance become payable to the Joint Venture, the Joint Venture\nshall promptly remit the full amount thereof to MRI. The environmental\nassessment and remediation of the Parcel shall be conducted by one or more\nlicensed professional firms selected by MRI, and MRI will assign to the Joint\nVenture any and all assignable rights (including rights to indemnification)\nwhich MRI has under its contract or contracts with such firms. Promptly upon\ncompletion of such remediation (other than ongoing methane venting and other\nongoing monitoring or remediation systems), MRI shall use all commercially\nreasonable efforts to have delivered to the Joint Venture (i) all Environmental\nAssessment Reports, including without limitation, all closure reports issued by\nall applicable governmental or quasi-governmental agencies and authorities,\nconfirming their final approval of completion of such remediation work (other\nthan any such ongoing ventilation and monitoring requirements) (the \"Closure\nReports\"), (ii) a \"no further action\" letter issued by the NJDEP, and (iii) a\ncovenant not to sue issued by the NJDEP, pursuant to which the NJDEP shall agree\nto waive its rights to institute any and all civil suits and claims against the\nVenturers or the Joint Venture pursuant to any applicable environmental laws or\nregulations for cleanup and removal costs or natural resource damages concerning\ncontamination discharge at the Property prior to date that MR Sub conveys title\nto the Property to the Joint Venture.\n\n     (c) As and when requested by MRI, Boyd Sub shall furnish MRI as promptly as\npracticable with current information concerning the proposed Facility, including\nwithout limitation the footprint, storm drainage system, slab elevations at the\nbottom floor relative to existing grade, utility lines, hard scape areas and\nsite grading, necessary for MRI's consultants to prepare all permit applications\nand construction documents that may be required to secure approval for MRI's\ncontractor(s) to remediate the Property. Boyd Sub will fully cooperate with\nMRI's consultants and contractors(s) to ensure that the remediation of the\nProperty can be accomplished in the most efficient and cost-effective manner\npossible. Notwithstanding anything contained herein, MRI acknowledges that\nportions of the remediation associated with the Facility (for example, by way of\nillustration and not by way of limitation, the installation of methane venting\nsystems and the excavation of hazardous materials) can be more efficiently\naccomplished by the Joint Venture's contractors as part of the construction of\nthe Facility. MRI agrees to cooperate, in good faith, with \n\n\n                                      -27-\n\n\nManaging Venturer in determining which aspects of the remediation can be more\nefficiently accomplished by the Joint Venture's contractors. Any of the Joint\nVenture's contractors so selected to perform certain aspects of the\nenvironmental remediation shall perform their work in accordance with the rules\nand regulations of the NJDEP. If approved by MRI in its reasonable discretion,\nthe Joint Venture shall directly engage its contractors, pursuant to fixed-price\ncontracts approved by MRI, to perform those aspects of the remediation that MRI\nand Managing Venturer so determine can be more efficiently accomplished by the\nJoint Venture's contractors, and MRI shall, except as provided in Section\n3.2(d), promptly reimburse the Joint Venture for the costs and expenses of such\ncontractors that are attributable to environmental remediation. All plans\nrelating to the Facility shall be consistent with the landfill closure and\nremediation plan approved by the State of New Jersey.\n\n     (d) The Joint Venture will maintain the methane venting and other\nenvironmental remediation systems associated with the Facility in accordance\nwith all approved Closure Reports and all applicable laws, regulations and\nprocedures (and acknowledges that the Property will be subject to recorded deed\nrestrictions imposed by the NJDEP intended to ensure compliance with such\nprocedures) and will indemnify and hold harmless MRI and its Affiliates from and\nagainst any and all damages, claims, liabilities and expenses resulting from the\nJoint Venture's failure to do so.\n\n     Section 4.5 EMPLOYEE PARKING; OPTION TO PURCHASE PORTION OF TRACT II.\n\n     (a) MR Sub and its successors and assigns shall make available to the Joint\nVenture, the portion of Tract II depicted on EXHIBIT G attached hereto and\nincorporated herein by this reference for the Joint Venture to construct up to\none thousand four hundred (1,400) surface parking spaces for use by employees of\nthe Joint Venture and of its lessees (the \"Employee Parking Lot\"). MR Sub and\nits successors and assigns shall lease the land for the Employee Parking Lot to\nthe Joint Venture pursuant to the Employee Parking Lease, which shall be a\nground lease in form and substance reasonably acceptable to MR Sub and Managing\nVenturer, but which shall provide (i) that it shall be for a term of ninety-nine\n(99) years, provided that MR Sub shall have the right to terminate the Employee\nParking Lease upon any uncured material breach thereof by the Joint Venture,\nupon completion and opening of an employee parking structure upon the terms and\nprovisions of Section 4.5(b) hereof in which the Joint Venture is afforded a\nminimum of 1,400 parking spaces, or upon any sale of Tract II in accordance with\nthe terms and provisions of Section 4.5(c) hereof; (ii) that commencing upon the\ndate that the Employee Parking Lot is completed and is available for use by the\nJoint Venture, rent shall accrue at the rate of Thirty-Five Dollars ($35) per\nspace per month, with such amount increasing on the fifth anniversary of the\nrent commencement date and every five (5) years thereafter, based upon increases\nin the United States Department of Labor, Bureau of Labor Statistics Consumer\nPrice Index for All Urban Consumers, United States Average, Subgroup \"All Items\"\n(1982-84 = 100) during such five (5)-year period; provided, however, that the\nJoint Venture shall be entitled to a credit against such rent equal to the\namount of all hard and soft costs and expenses of designing, permitting,\nengineering, developing, constructing, equipping and opening the Employee\nParking Lot, and the Joint Venture shall not have to pay any rent to MR Sub\nunder the Employee Parking Lease until such time as the Joint Venture has fully\nutilized such rent credit; (iii) that MRI, MR Sub and their Affiliates and\nsuccessors and assigns shall provide the Joint \n\n\n                                      -28-\n\n\nVenture with unimpeded access (except temporarily during times of emergency or\nrequired repairs) to the Employee Parking Lot at all times during the term of\nthe Employee Parking Lease; (iv) that the Joint Venture shall maintain the\nEmployee Parking Lot and shall be responsible for all liability insurance\nthereon and for the cost of all utilities relating thereto; (v) that the Joint\nVenture shall be responsible for any and all hard and soft costs and expenses of\ndesigning, permitting, engineering, developing, constructing, equipping and\nopening the Employee Parking Lot; (vi) that the design of the Employee Parking\nLot shall be subject to the prior approval of MR Sub and its successors and\nassigns, which approval shall not unreasonably be withheld or delayed; (vii)\nthat MR Sub shall have the right, in connection with the construction of any\nemployee parking structure upon Tract II, to relocate the Employee Parking Lot\nupon no less than one hundred-eighty (180) days' prior written notice to the\nJoint Venture, provided that (a) the amount of all hard and soft costs and\nexpenses of designing, permitting, engineering, developing, constructing,\nequipping and opening any such relocated Employee Parking Lot incurred pursuant\nto a budget that shall be agreed upon between Boyd Sub and MR Sub, in their\nreasonable discretion, on or before the construction of the relocated Employee\nParking Lot, shall be paid by the Joint Venture and shall be included in the\ncomputation of the cost of the employee parking structure pursuant to Section\n4.5(b) hereof; (b) the Joint Venture shall receive a credit for the foregoing\ncosts and expenses as more particularly provided in Section 4.5(b) hereof; and\n(c) all such costs and expenses shall not be deemed to be Project Costs for\npurposes of Section 3.3(b) hereof; (viii) that the Joint Venture shall not be\nresponsible for any environmental remediation costs associated with the Employee\nParking Lot except to the extent of conditions caused by the Joint Venture or\nits agents, employees or contractors; and (ix) MR Sub shall be solely\nresponsible for all real property taxes and assessments relating to the Employee\nParking Lot.\n\n     (b) MR Sub or its Affiliates may, but shall not be required to, construct\nan employee parking structure on a portion of Tract II contiguous to the\nProperty. In such event, subject to the terms of Section 4.5(c) hereof, MR Sub\nshall provide a minimum of 1,400 spaces in such parking structure to the Joint\nVenture pursuant to either a joint ownership structure or pursuant to a 99-year\nlease, either of which shall be in form and substance satisfactory to Boyd Sub\nand MR Sub, in their reasonable discretion. In any event, such ownership or\nlease arrangement shall provide that the Joint Venture (i) shall pay its pro\nrata share of all hard and soft costs and expenses of designing, permitting,\nengineering, developing, constructing, equipping, opening and operating such\nemployee parking structure, including but not limited to property taxes,\nutilities and insurance, and (ii) shall be entitled to a credit against the\nforegoing costs equal to (x) the amount of all hard and soft costs and expenses\nof designing, permitting, engineering, developing, constructing, equipping and\nopening any such relocated Employee Parking Lot, and (y) any and all incremental\noperating costs incurred by the Joint Venture during such time as the Employee\nParking Lot shall cease to be contiguous to the Property, including but not\nlimited to all costs of employee shuttle buses necessitated thereby, as\nreasonably determined by Managing Venturer. The Joint Venture's pro rata share\nof the foregoing costs and expenses shall be determined based upon the number of\nemployee parking spaces to be utilized by the Joint Venture in comparison to the\ntotal number of parking spaces contained in such parking structure. None of the\ncosts and expenses incurred by the Joint Venture pursuant to this Section 4.5(b)\nshall be deemed to be Project Costs for purposes of Section 3.3(b) hereof.\n\n\n                                      -29-\n\n\n     (c) In the event (i) MR Sub and Boyd Sub shall mutually determine that they\ncannot, after reasonable good faith negotiations, agree upon the terms of a\nlease or joint ownership arrangement for any employee parking structure to be\nconstructed in accordance with the terms of Section 4.5(b) hereof; (ii) MR Sub\nor its Affiliates shall enter into a bona fide agreement with an independent\nthird party to sell any portion of Tract II that includes all or a substantial\nportion of the Employee Parking Lot; or (iii) MR Sub or its Affiliates shall\nelect to develop all or a substantial portion of the Employee Parking Lot for\nother purposes associated with the development of the MRI Casino Project; then\nMR Sub shall have the right to terminate the Employee Parking Lease effective on\nthe date fourteen (14) months following the date that MR Sub shall give written\nnotice to Managing Venturer of MR Sub's election to terminate the Employee\nParking Lease. In the event MR Sub shall give the Joint Venture any such\ntermination notice, the Joint Venture shall have an option (the \"Option\") to\npurchase the portion of Tract II comprised of approximately 2.14 acres that is\ndepicted on EXHIBIT G attached hereto (the \"Option Parcel\") for construction of\nan employee parking structure sufficient to contain no less than 1,400 parking\nspaces. Promptly following conveyance of the Property to the Joint Venture, MR\nSub shall obtain a legal description of the Option Parcel sufficient for\nrecordation of a memorandum of option in the office of the County Clerk of the\nCounty, and MR Sub agrees to execute and cause to be recorded a memorandum of\noption, in form and substance reasonably satisfactory to Boyd Sub and MR Sub to\nreflect the existence of the Option. Within sixty (60) days following the date\nof execution of this Agreement, the parties agree to negotiate and execute a\nformal option agreement (the \"Option Agreement\"), which Option Agreement shall\nbe in form and substance reasonably satisfactory to Boyd Sub and MR Sub, but\nwhich shall provide (1) that the Option shall be exercisable by the Joint\nVenture for a period of thirty (30) days following the Joint Venture's receipt\nof written notice from MR Sub or its Affiliates that it intends to terminate the\nEmployee Parking Lease pursuant to the terms of this Section 4.5(c), (2) that\nthe purchase price to be paid by the Joint Venture for the Option Parcel shall\nbe equal to the fair market value of the Option Parcel, as determined by an\nappraiser mutually acceptable to MR Sub and Boyd Sub at the time the Option is\nexercised; (3) that the Option Parcel shall be delivered free and clear of all\nliens and encumbrances other than any liens and encumbrances currently set forth\nin the Transnation Title Insurance Company Title Commitment number 98-14779,\ndated effective as of December 27, 1999 (except for Exception No. 23, relating\nto the Reverter, which shall be modified pursuant to the Ordinance) and any\nother non-monetary liens and encumbrances that do not materially adversely\ninterfere with the intended use of the Option Parcel; and (4) that the close of\nescrow on the Option Parcel shall occur on the date thirty (30) days following\nthe Joint Venture's exercise of the Option. In the event the Joint Venture shall\nexercise the Option, if requested by Managing Venturer, MR Sub shall negotiate,\nin good faith, with the Joint Venture, to attempt to make available another\nlocation on Tract II or other property then owned by MR Sub or its Affiliates in\nthe vicinity of Tract II, if any such property shall then be available in the\nreasonable determination of MR Sub, in order to relocate all or a portion of the\nEmployee Parking Lot until the effective termination date of the Employee\nParking Lease. All costs and expenses associated with any such relocation of the\nEmployee Parking Lot shall be paid by the Joint Venture. Notwithstanding\nanything contained in this Section 4.5(c), in the event of any termination\nnotice given pursuant to clause (ii) of this Section 4.5(c), if Managing\nVenturer shall have elected not to exercise the Option, and if MR Sub shall have\nfailed to complete such third party sale for any reason on or before the\neffective termination date of the Employee \n\n\n                                      -30-\n\n\nParking Lease, then the Employee Parking Lease shall not terminate pursuant to\nsuch termination notice, and the Option shall be reinstated upon the same terms\nand conditions as set forth in this Section 4.5(c) and in the Option Agreement.\nIn addition, in the event of any termination notice given pursuant to clause\n(iii) of this Section 4.5(c), if Managing Venturer shall have elected not to\nexercise the Option, and if MR Sub shall have failed to cause the Commencement\nof Construction of the MRI Casino Project for any reason on or before the\neffective termination date of the Employee Parking Lease, then notwithstanding\nany such termination notice, the Employee Parking Lease shall continue, on a\nmonth-to-month basis, until such time as MR Sub or its Affiliates shall cause\nthe Commencement of Construction of the MRI Casino Project to occur; provided,\nhowever, if following any such termination notice, Managing Venturer shall have\nelected not to exercise the Option, and if at any time before the effective\ntermination date of the Employee Parking Lease, MR Sub shall notify the Joint\nVenture that it has elected not to construct the MRI Casino Project, then the\nEmployee Parking Lease shall not terminate pursuant to such termination notice,\nand the Option shall be reinstated upon the same terms and conditions as set\nforth in this Section 4.5(c) and in the Option Agreement. None of the costs and\nexpenses incurred by the Joint Venture pursuant to this Section 4.5(c) shall be\ndeemed to be Project Costs for purposes of Section 3.3(b) hereof.\n\n     Section 4.6 CONSTRUCTION STAGING AND PARKING. Upon the terms and\nconditions set forth in this Section 4.6, MR Sub and its Affiliates shall make\navailable to the Joint Venture those portions of Tract II depicted on EXHIBIT H\nattached hereto and incorporated herein by this reference for use in the staging\nof construction of the Facility and for parking of construction vehicles and\nequipment during the construction of the Facility. MR Sub shall have the right\nto relocate the construction staging areas one (1) time, upon no less than one\nhundred-twenty (120) days' advance notice to the Managing Venturer. The Joint\nVenture shall not pay any rent for use of the construction staging areas, but\nexcept as hereinafter provided, the Joint Venture shall be responsible, at its\nsole cost and expense, for all costs relating to use of the construction staging\nareas, including but not limited to all costs and expenses of permits and\napprovals, grading the areas, setting up construction trailers on the site,\nbringing temporary power and other necessary utilities to the site, and all\ncosts of restoring the sites to their existing condition upon completion of\nconstruction of the Facility. Notwithstanding the foregoing, in no event shall\nthe Joint Venture be responsible for any environmental remediation costs\nassociated with the construction staging areas except to the extent of\nconditions caused by the use of the construction staging areas by the Joint\nVenture or its contractors. The Joint Venture shall also be responsible for all\nutility charges associated with the use of the construction staging areas and\nfor all costs of insurance associated with the Joint Venture's use thereof. The\nJoint Venture agrees to indemnify MR Sub and its Affiliates for, from and\nagainst any and all claims, losses, damages and liabilities, including\nreasonable attorneys' fees, which shall be reimbursed as incurred, arising out\nof or relating to the use by the Joint Venture of such construction staging\nareas.\n\n     Section 4.7 JOBS AND BUSINESS OPPORTUNITIES PROGRAM. Upon execution of\nthis Agreement, and until such time as MRI or its Affiliates or any purchaser of\nTract II from MRI or its Affiliates first obtains a CAFRA permit for the MRI\nCasino Project, the Joint Venture agrees to undertake the obligations of MRI and\nits Affiliates contained in Section 9 of the Development Agreement, \n\n\n                                      -31-\n\n\n\ncaptioned \"Jobs and Business Opportunities Program.\" During such time, Managing\nVenturer shall develop a Jobs and Business Opportunities Program and take such\nactions relating thereto as shall be necessary, in the Managing Venturer's\nreasonable discretion, to commence to satisfy such requirements and conditions.\nWithout limiting the foregoing, Managing Venturer shall commit the Joint Venture\nto spend not less than Two Million Dollars ($2,000,000) to create and implement\nthe Jobs and Business Opportunities Program, all of which shall be deemed to be\na Project Cost, subject, however, to the terms and provisions of Sections\n3.3(b)(ii) and 4.1 hereof.\n\n     Section 4.8 CRDA FUNDS. The Joint Venture hereby agrees to authorize MRI\nand its Affiliates to attempt to obtain the approval of CRDA to use the Joint\nVenture's CRDA reinvestment obligation to reimburse MRI or its Affiliates for\nits costs of constructing the improvements which may be made by MRI or its\nAffiliates pursuant to Section 8.1.1 and pursuant to Exhibit M of the\nDevelopment Agreement, consisting primarily of the construction of improvements\nto the existing bulkheading along one side of Penrose Canal, and the\nconstruction of additional bulkhead improvements to the opposite side of Penrose\nCanal and both sides of the Venice Canal area (collectively, the \"Bulkhead\nProject\"). Specifically, the Joint Venture agrees to use the Joint Venture's\nCRDA reinvestment obligation to make a direct investment to reimburse MRI or its\nAffiliates for the construction of the foregoing improvements provided (1) that\nthe CRDA makes a determination that the Bulkhead Project is eligible to be\nfunded by the Joint Venture from investments designated for housing projects in\nAtlantic City under N.J.S.A. 5:12-144.1.f, and (2) that either CRDA agrees to\nact as general contractor therefor or MRI or its Affiliates shall be responsible\nfor directly contracting for such improvements. The Joint Venture agrees to\ncooperate, at no cost or expense to the Joint Venture, with MRI and its\nAffiliates, in attempting to obtain the foregoing approvals. Notwithstanding\nanything contained herein, subject only to the right of reimbursement set forth\nin this Section 4.8, MRI or its Affiliates shall be solely responsible for\nfunding any and all hard and soft costs and expenses of designing, permitting,\nengineering, developing, constructing, equipping and opening the Bulkhead\nProject regardless of whether or not the CRDA ultimately makes a determination\nthat the Bulkhead Project is eligible to be funded by the Joint Venture from\ninvestments designated for housing projects in Atlantic City under N.J.S.A.\n5:12-144.1.f. MRI agrees to indemnify the Joint Venture for, from and against\nany and all costs, expenses, claims, losses, damages and liabilities, including\nreasonable attorneys' fees, which shall be reimbursed as incurred, arising out\nof or relating to the designing, permitting, engineering, developing,\nconstructing, equipping and opening the Bulkhead Project and relating to the use\nby the Joint Venture of its CRDA funds for that purpose.\n\n\n                                    ARTICLE 5\n\n                        ALLOCATION OF PROFITS AND LOSSES\n\n     Section 5.1 PROFITS AND LOSSES. The terms \"Profits\" and \"Losses\" shall\nmean, for each fiscal year, an amount equal to the Joint Venture's federal\ntaxable income or loss for such period \n\n\n                                      -32-\n\n\ndetermined in accordance with Section 703(a) of the Internal Revenue Code of\n1986, as amended (the \"Code\"), but disregarding Section 703(a)(1) of the Code,\nand with the following adjustments:\n\n     (a) income exempt from federal income tax shall be added to such taxable\nincome or loss;\n\n     (b) expenditures not deductible in computing the Joint Venture's taxable\nincome and that are not properly chargeable as capital expenditures shall be\nsubtracted from such taxable income or loss;\n\n     (c) in the event that the tax book value of any Joint Venture asset is\nadjusted pursuant to Section 7.2(a) or (b) hereof, the amount of such adjustment\nshall be taken into account as gain or loss from the disposition of such asset\nin computing Profits and Losses;\n\n     (d) gain or loss from any disposition of a Joint Venture asset with respect\nto which gain or loss is recognized for federal income tax purposes shall be\ncomputed by reference to the tax book value and not the adjusted federal income\ntax basis of the asset disposed of; and\n\n     (e) if the tax book value of a Joint Venture asset has been adjusted\npursuant to Section 7.2 hereof, in lieu of federal income tax depreciation, tax\nbook depreciation (which shall be in the same ratio to tax book value at the\nbeginning of the taxable period as federal income tax depreciation is to\nadjusted federal income tax basis at the beginning of such period) shall be\ntaken into account in computing Profits and Losses.\n\n     Section 5.2 ALLOCATIONS. Profits or Losses, including without limitation\nall items of income, gain, profit, loss, cost, expense, deduction or credit\nearned or incurred by the Joint Venture, shall be allocated and credited to the\nVenturers, and reflected in the Capital Accounts of the Venturers, in accordance\nwith each Venturer's Interest. Notwithstanding the foregoing, the following\nitems shall be specially allocated in the following manner:\n\n     (a) Solely for the purpose of federal, state and local income taxes, and\nwithout affecting or in any way being taken into account in computing a\nVenturer's Capital Account or share of Profits, Losses or other items or\ndistributions pursuant to any provision of this Agreement:\n\n          (i) items of income, gain, loss and deduction with respect to any\nproperty contributed to the Joint Venture by any Venturer shall be allocated\namong the Venturers in accordance with Section 704(c) of the Code so as to take\naccount of any variation between the adjusted basis of the property to the Joint\nVenture and the fair market value of the property (as determined by the\nVenturers) at the time of the contribution; and\n\n          (ii) in the event that the tax book value of a Joint Venture asset is\nadjusted pursuant to Section 7.2(a) hereof, subsequent allocations of income,\ngain, loss and deduction with respect to such asset shall take account of any\ndifference between the adjusted basis of such asset \n\n\n                                      -33-\n\n\nfor federal income tax purposes and its book value in the same manner as under\nSection 704(c) of the Code.\n\n     (b) To the extent the adjusted federal income tax basis of a Joint Venture\nasset is adjusted pursuant to Section 734(b) or 743(b) of the Code, and such\nadjustment is required by Treasury Regulation ss. 1.704-1 (b)(2)(iv)(m) to be\ntaken into account in determining Capital Accounts, the amount of such\nadjustment to the Capital Accounts shall be treated as an item of gain (if the\nadjustment increases the basis of the asset) or loss (if the adjustment\ndecreases such basis), and such gain or loss shall be allocated to the Venturers\nin a manner consistent with the manner in which their Capital Accounts are\nrequired to be adjusted pursuant to such Treasury Regulation.\n\n     (c) Except as provided in Treasury Regulation ss. 1.704-2(f)(2), (3) and\n(4) (pertaining to conversion or repayment of nonrecourse liabilities), in the\nevent there is a net decrease in partnership minimum gain (within the meaning of\nTreasury Regulation ss. 1 .704-2(d)) for a taxable year of the Joint Venture,\neach Venturer must be allocated items of partnership income and gain for that\nyear equal to that Venturer's share of the net decrease in partnership minimum\ngain (within the meaning of Treasury Regulation ss. 1.704-2(g)(2)). Allocations\nmade pursuant to this Section 5.2(c) shall consist of gains recognized from the\ndisposition of Joint Venture property subject to one or more nonrecourse\nliabilities of the Joint Venture and then, if necessary, shall consist of a pro\nrata portion of the Joint Venture's other items of income and gain for that\ntaxable year.\n\n     (d) Items of loss or deductions attributable to a nonrecourse liability to\na Venturer incurred pursuant to Section 3.7 hereof or to a nonrecourse liability\nwith respect to which a Venturer bears the economic risk of loss (within the\nmeaning of Treasury Regulation ss. 1.752-2) shall be allocated to such Venturer.\n\n     (e) If the additional capital contributions of Boyd Sub pursuant to the\nfirst sentence of Section 3.3(a) hereof and pursuant to Section 3.3(b) hereof\nexceed the fair market value of the sum of the Property and the other tangible\nand intangible property referred to in Section 3.2(c) hereof at the time of the\nconveyance of the Property to the Joint Venture as specified in Section 3.2(c)\nhereof, upon liquidation of the Joint Venture in accordance with Article 13\nhereof MR Sub shall be allocated items of income and gain, including gross\nincome if necessary, equal to the excess of such additional capital\ncontributions over such fair market value.\n\n     (f) If MR Sub makes additional capital contributions pursuant to Section\n3.3(c) hereof, upon liquidation of the Joint Venture in accordance with Article\n13 hereof Boyd Sub shall be allocated items of income and gain, including gross\nincome if necessary, equal to the amount of such additional capital\ncontributions.\n\n     Section 5.3 TRANSFERS OF JOINT VENTURE INTERESTS. If any Interest in the\nJoint Venture is Transferred in accordance with Section 11.2(a) hereof, all\nitems of Profits or Losses, including without limitation all items of income,\ngain, profit, loss, deduction, cost, expense or credit and all other items of\nthe Joint Venture with respect to the Interest so Transferred, shall be\nallocated \n\n\n                                      -34-\n\n\nbetween the transferor and the transferee in accordance with Section 706 of the\nCode using such conventions as may be selected by the Venturers.\n\n\n                                    ARTICLE 6\n\n                          NON-LIQUIDATING DISTRIBUTIONS\n\n     Section 6.1 DISTRIBUTABLE CASH. The term \"Distributable Cash\" with respect\nto any period shall mean an amount equal to the total cash revenues and receipts\nof the Joint Venture from any source (including capital contributions, loans and\nrefinances) for such period, less the sum of (i) all operating expenses paid or\nincurred by the Joint Venture, including current principal and interest payments\non the Construction Financing and other Joint Venture indebtedness, but\nexcluding any distributions pursuant to Section 6.2, (ii) all capital\nexpenditures made by the Joint Venture and (iii) the amount of any increase\nduring such period in, or amounts established during such period for, reasonable\nreserves for anticipated costs, expenses, liabilities and obligations of the\nJoint Venture, working capital needs of the Joint Venture or other appropriate\nJoint Venture purposes, as reasonably determined by the Managing Venturer in\nconsultation with the other Venturer.\n\n     Section 6.2 DISTRIBUTION OF DISTRIBUTABLE CASH. Subject to any covenants\ncontained in the documentation governing the Construction Financing or any other\nagreements to which the Joint Venture is a party, commencing with the first full\nfiscal quarter following the fiscal quarter during which the Facility opens to\nthe public, Distributable Cash for each fiscal quarter shall be distributed\nwithin 45 days after the end of such quarter in the following order of priority:\n\n     (a) first, to the Venturers to repay amounts, if any, lent by them to the\nJoint Venture pursuant to Section 3.7 hereof, any such payments to be made on a\npro rata basis according to the then outstanding balances of such loans, with\nsuch payments applied first against accrued interest; and\n\n     (b) the balance, if any, to the Venturers, pro rata in accordance with\ntheir respective Interests.\n\n                                    ARTICLE 7\n\n           ACCOUNTING AND RECORDS; CAPITAL RESERVE AND CAPITAL BUDGETS\n\n     Section 7.1 BOOKS AND RECORDS. The Joint Venture shall keep at its\nprincipal office separate books of account for the Joint Venture which shall\nshow a true and accurate record of all costs and expenses incurred, all charges\nmade, all credits made and received and all income derived in connection with\nthe operation of the Joint Venture business in accordance with generally\naccepted accounting principles consistently applied.\n\n\n                                      -35-\n\n\n     Each Venturer shall, at its sole expense, have the right, at any time\nwithout notice to the other, to examine, copy and audit the Joint Venture's\nbooks and records during normal business hours.\n\n     Section 7.2 TAX BOOK VALUES. The tax book value of any Joint Venture asset\nshall be such asset's adjusted basis for federal income tax purposes, except as\nfollows:\n\n     (a) The tax book value of Joint Venture assets shall be adjusted to equal\ntheir respective gross fair market values, as determined by the Venturers, as of\nthe following times:\n\n          (i) upon the acquisition of an additional Interest in the Joint\nVenture by any new or existing Venturer in exchange for more than a DE MINIMIS\ncapital contribution; and\n\n          (ii) upon the liquidation of the Joint Venture within the meaning of\nTreasury Regulation Section 1.704-1 (b)(2)(ii)(g).\n\n     (b) The tax book value of a Joint Venture asset that is distributed to any\nVenturer shall be the fair market value of such asset at the time of\ndistribution, as determined by the Venturers.\n\n     (c) The tax book value of Joint Venture assets shall be increased (or\ndecreased) to reflect any adjustments to the adjusted basis of such assets\npursuant to Section 734(b) or 743(b) of the Code, but only to the extent such\nadjustments are taken into account in determining Capital Accounts pursuant to\nTreasury Regulation Section 1.704-l (b)(2)(iv)(m).\n\n     (d) If the tax book value of a Joint Venture asset has been adjusted\npursuant to this Section 7.2, such tax book value shall thereafter be adjusted\nby the amount of tax book depreciation taken into account with respect to such\nasset for the purpose of determining Profits and Losses.\n\n     Section 7.3 REPORTS .\n\n     (a) The Managing Venturer shall cause to be prepared and distributed to\neach Venturer the following reports as promptly as practicable, but in any event\nwithin 75 days after the end of each fiscal year of the Joint Venture:\n\n          (i) a balance sheet as of the end of the fiscal year and statements of\nincome, Venturers' equity and cash flows for the year then ended, each of which\nshall be audited by a firm of independent certified public accountants (the\n\"Accountants\") selected by the Venturers in accordance with Section 9.2(k)\nhereof;\n\n          (ii) a general description of the activities of the Joint Venture\nduring the period covered by the report; and\n\n\n                                      -36-\n\n\n          (iii) a report of any material contracts or transactions between the\nJoint Venture and the Venturers or any of their Affiliates, including fees or\ncompensation paid by the Joint Venture and the products supplied and services\nperformed by the Venturers or any such Affiliate for such fees or compensation.\n\n     (b) As promptly as practicable, but in any event within thirty (30) days\nafter the end of each of the first three quarters of each fiscal year, the\nManaging Venturer shall cause to be prepared and distributed to each Venturer a\nquarterly report containing a balance sheet and statement of income for the\nperiod covered by the report, each of which may be unaudited but which shall be\ncertified by the chief financial officer of the Joint Venture as fairly\npresenting the financial position and results of operations of the Joint Venture\nduring the period covered by the report and as having been prepared in\naccordance with generally accepted accounting principles applied on a basis\nsubstantially consistent with that of the Joint Venture's audited financial\nstatements. The report shall also contain a description of any material event\nregarding the business of the Joint Venture during the period covered by the\nreport.\n\n     (c) As promptly as practicable, but in any event within twenty-five (25)\ndays after the end of each calendar month, Managing Venturer shall cause to be\nprepared and distributed to each Venturer an unaudited monthly income statement\nfor the monthly period covered thereby, together with substantially similar\nsupporting documentation and management information as is provided by each of\nBoyd's other operating properties to Boyd's management.\n\n     (d) As promptly as practicable, but in any event within ninety (90) days\nafter the end of each fiscal year, the Managing Venturer shall cause to be\nprepared and distributed to each Venturer all information necessary for the\npreparation of such Venturer's federal and state income tax returns, including a\nstatement showing such Venturer's share of income, gains, losses, deductions and\ncredits for such year for federal and state income tax purposes and the amount\nof any distributions made to or for the account of such Venturer pursuant to\nthis Agreement.\n\n     Section 7.4 TAX RETURNS. The Managing Venturer, at the expense of the\nJoint Venture, shall prepare or cause the Accountants to prepare all income and\nother tax returns, on an accrual basis, of the Joint Venture and cause the same\nto be filed in a timely manner. The Managing Venturer shall furnish to each\nVenturer a copy of each such return as soon as it has been filed, together with\nany schedules or other information which each Venturer may require in connection\nwith such Venturer's own tax affairs. Each of the Venturers shall, in its\nrespective income tax return and other statements filed with the Internal\nRevenue Service or other taxing authority, report taxable income in accordance\nwith the provisions of this Agreement.\n\n         Section 7.5 TAX MATTERS PARTNER. The Managing Venturer is hereby\ndesignated as the \"tax matters partner\" of the Joint Venture as defined in\nSection 6231 of the Code and, to the extent authorized or permitted under\napplicable law, the Managing Venturer shall represent the Joint Venture in\nconnection with all examinations of Joint Venture affairs by taxing authorities,\nincluding, without limitation, resulting administrative and judicial\nproceedings.\n\n\n                                      -37-\n\n\n     Section 7.6 FISCAL YEAR. The fiscal year of the Joint Venture shall be the\ncalendar year. As used in this Agreement, a fiscal year shall include any\npartial fiscal year at the beginning or end of the term of the Joint Venture.\n\n     Section 7.7 BANK ACCOUNTS. The Managing Venturer shall be responsible for\ncausing one or more accounts to be maintained in one or more banks, which\naccounts shall be used for the payment of expenses incurred in connection with\nthe business of the Joint Venture, and in which shall be deposited any and all\ncash receipts and for establishment of the Capital Expenditure Reserve Account.\nSuch accounts shall be maintained in a bank or banks in New Jersey to the extent\nrequired by the New Jersey Casino Control Act. All such amounts shall be and\nremain the property of the Joint Venture and shall be received, held and\ndisbursed by the Joint Venture for the purposes specified in this Agreement.\nThere shall not be deposited in any of such accounts any funds other than funds\nbelonging to the Joint Venture, and no other funds shall be commingled with such\nfunds.\n\n     Section 7.8 TAX ELECTIONS.\n\n     (a) At the request of any Venturer, the Managing Venturer, on behalf of the\nJoint Venture, shall elect to adjust the basis of the assets of the Joint\nVenture for federal income tax purposes in accordance with Section 754 of the\nCode in the event of a distribution of Joint Venture property as described in\nSection 734 of the Code or a transfer by any Venturer of its Interest in the\nJoint Venture as described in Section 743 of the Code.\n\n     (b) The Managing Venturer, on behalf of the Joint Venture, shall from time\nto time make such other tax elections as it deems necessary or desirable to\ncarry out the business of the Joint Venture or the purposes of this Agreement.\n\n     Section 7.9 TAX WITHHOLDING. Except as otherwise provided in this Section\n7.9, if the Joint Venture incurs an obligation to withhold taxes with respect to\nany Venturer, any amount withheld or paid as withholding taxes by the Joint\nVenture with respect to such Venturer shall be treated for all purposes of this\nAgreement as if it had been distributed to such Venturer. The Venturers may make\nsuch elections with respect to such withholding obligations, including without\nlimitation an election pursuant to Section 1446 of the Code, as they reasonably\ndetermine. If the withholding obligation exceeds the amount that would have been\ndistributed to such Venturer determined without regard to the provisions of this\nSection 7.9, such excess amount shall be treated for all purposes of this\nAgreement as if it had been transferred to such Venturer by the Joint Venture as\nan interest-free loan. If the Joint Venture incurs any liability as a result of\na failure to withhold with respect to any Venturer, such liability will be borne\nby such Venturer and charged to such Venturer's Capital Account. Amounts treated\nas loaned to any Venturer pursuant to this Section 7.9 shall be repaid by such\nVenturer to the Joint Venture as promptly as practicable. The Joint Venture\nshall offset such amounts against any amounts that would otherwise be\ndistributed to such Venturer.\n\n     Section 7.10 CAPITAL EXPENDITURE RESERVE ACCOUNT. Upon opening of the\nFacility, Managing Venturer shall create a reserve for capital expenditures (the\n\"Capital Expenditure Reserve \n\n\n                                      -38-\n\n\nAccount\") into which Managing Venturer shall pay monthly amounts equal to five\npercent (5%) of the Joint Venture's earnings before interest, depreciation and\namortization accrued during the preceding calendar month, as calculated by\nManaging Venturer pursuant to generally accepted principles of accounting in the\ngaming industry. The Capital Expenditure Reserve Account shall be used\nexclusively for the replacement of capital equipment and for improvements to,\nrenovations of or enhancements to the Facility in accordance with Managing\nVenturer's business judgement, above and beyond any capital expenditure items\ncontained in the annual Capital Expenditure Budget approved by the Venturers as\nset forth in Section 7.11 hereof. The funds for the Capital Expenditures Reserve\nAccount shall be deposited into a bank account in accordance with the terms of\nSection 7.7 hereof. The signature of an authorized representative of Managing\nVenturer shall be the only signature required to make withdrawals (by check or\notherwise) from such account, provided that the monies withdrawn are to be used\nonly for the purposes set forth herein.\n\n     Section 7.11 CAPITAL EXPENDITURE BUDGET. Managing Venturer shall prepare a\ncapital expenditure budget (a \"Capital Expenditure Budget\") and submit such\nCapital Expenditure Budget to the Non-Managing Venturer at least ninety (90)\ndays prior to the public opening of the Facility. Thereafter, Managing Venturer\nshall prepare an annual Capital Expenditure Budget, which shall be submitted by\nManaging Venturer to the Non-Managing Venturer no later than thirty (30) days\nprior to the commencement of each fiscal year of the Joint Venture. Each Capital\nExpenditure Budget prepared by Managing Venturer pursuant hereto shall be\nsubject to approval or disapproval by an authorized representative of the\nNon-Managing Venturer within twenty (20) days of submission to the Non-Managing\nVenturer for approval; provided, however, that such approval shall not\nunreasonably be withheld. In the event an authorized representative of the\nNon-Managing Venturer shall fail to approve or disapprove any Capital\nExpenditure Budget, in writing, within the foregoing twenty (20)-day time\nperiod, then such Capital Expenditure Budget shall be deemed to be approved by\nthe Non-Managing Venturer. In the event the Non-Managing Venturer reasonably\ndisapproves any item contained in any Capital Expenditure Budget, then the\nVenturers agree to work, in good faith, to revise the Capital Expenditure Budget\nas expeditiously as possible; provided, however, that any non-disputed items\ncontained in any such Capital Expenditure Budget shall be deemed to be approved.\nNotwithstanding anything contained herein, the Venturers recognize that mutually\nagreeable adjustments may be made to previously approved Capital Expenditure\nBudgets from time to time during any fiscal year to reflect the impact of\nunforeseen circumstances, financial constraints, or other events. Managing\nVenturer agrees to keep the Non-Managing Venturer informed and to obtain the\nNon-Managing Venturer's approval regarding any capital projects or capital\nexpenditures that exceed any sums in the Capital Expenditure Reserve Account and\nthat are reasonably anticipated to cause a material change to any Capital\nExpenditure Budget previously approved by the Non-Managing Venturer.\nNotwithstanding the foregoing, nothing contained in this Section 7.11 shall be\ndeemed to limit Managing Venturer's ability to expend any funds contained in the\nCapital Expenditure Reserve Account as provided in Section 7.10 hereof.\n\n     Section 7.12 OWNERSHIP LEDGER. The Joint Venture shall maintain a ledger\nin its principal place of business in New Jersey which shall at all times\nreflect the current ownership of Interests and \n\n\n                                      -39-\n\n\nshall be available for inspection by the New Jersey Gaming Authorities and their\nauthorized agents at all reasonable times, without notice.\n\n\n                                    ARTICLE 8\n\n                     CONFIDENTIALITY; INTELLECTUAL PROPERTY\n\n     Section 8.1 CONFIDENTIAL TREATMENT OF INFORMATION. Each of the Venturers\nagrees, and shall cause each of its Affiliates (i) not to disclose any material\ninformation concerning the Joint Venture or its business to the press or the\ngeneral public without the approval of the other Venturer, such approval not to\nbe unreasonably withheld or delayed and (ii) to retain in strict confidence any\nproprietary confidential information and trade secrets of the other Venturer,\nwhether disclosed prior to or after the date hereof, and not to use or disclose\nto persons other than the Venturer or its Affiliates (\"third parties\"), and to\nuse its best efforts to cause its employees, agents and consultants not to use\nor disclose to third parties, such proprietary confidential information or trade\nsecrets without the approval of the other Venturer, unless in either case it can\nbe established by the disclosing party that such information:\n\n     (a) at the time of disclosure is part of the public domain and readily\naccessible to the public or such third party;\n\n     (b) at the time of disclosure is already known by the receiving party\notherwise than pursuant to a breach of an obligation of confidentiality;\n\n     (c) is required by applicable law, regulation or court order to be\ndisclosed; or\n\n     (d) is required by any vendor, supplier or consultant in order to carry out\nthe business of the Joint Venture, provided that the disclosing Venturer shall\nobtain the written agreement and obligation of such third party, in a form\nreasonably satisfactory to the other Venturer, prior to disclosing such\ninformation, that all of the provisions of this Article 8 shall apply with equal\neffect to such third party. The Joint Venture shall be a third-party beneficiary\nof any such written agreement.\n\n     Section 8.2 INTELLECTUAL PROPERTY. The Joint Venture, Boyd and Boyd Sub,\nand their respective Affiliates, shall not have any right to use any trademark,\nservice mark, trade name, logo, copyright or other intellectual property owned\nby MRI or MR Sub, or any of their respective Affiliates, in connection with the\nFacility or the business of the Joint Venture. Except as expressly provided\nherein, the Joint Venture, MRI and MR Sub, and their respective Affiliates,\nshall not have the right to use any trademark, service mark, trade name, logo,\ncopyright or other intellectual property owned by Boyd or Boyd Sub, or any of\ntheir respective Affiliates, in connection with the Facility or the business of\nthe Joint Venture. Notwithstanding the foregoing, Boyd will enter into a license\nagreement (in form and substance reasonably satisfactory to Boyd) with the Joint\nVenture \n\n\n                                      -40-\n\n\nproviding for the use of such intellectual property owned by Boyd and to be used\nin connection with the management or operation of the Facility (the \"Boyd\nLicense Agreement\"), without compensation to Boyd, as long as Boyd Sub or\nanother Affiliate of Boyd shall be Managing Venturer. In the event that Boyd Sub\nor another Affiliate of Boyd shall cease for any reason to be a Venturer or to\nbe the Managing Venturer, the Boyd License Agreement shall provide for a\nreasonable transition period to enable the Joint Venture to replace Boyd's\nintellectual property being used by the Joint Venture, without causing any\ndisruption in the operations of the Facility. The Managing Venturer, on behalf\nand at the expense of the Joint Venture, shall prepare, file and prosecute all\napplications which it reasonably deems necessary or appropriate to protect and\npreserve any intellectual property rights acquired or developed by the Joint\nVenture. Upon any liquidation of the Joint Venture, the Boyd License Agreement\nshall terminate (if not previously terminated pursuant to the terms thereof),\nand each Venturer shall be entitled to the full and complete right to use any\nand all intellectual property owned or developed by the Joint Venture (other\nthan any intellectual property covered by the Boyd License Agreement, including\nwithout limitation, any alterations or modifications of the intellectual\nproperty covered thereby which may have been developed by the Joint Venture,\nwhich items shall be the exclusive property of Boyd Sub or its Affiliates)\nduring the term hereof, including without limitation, any customer or marketing\ndatabases developed by the Joint Venture.\n\n\n                                    ARTICLE 9\n\n                                   MANAGEMENT\n\n     Section 9.1 MANAGEMENT BY MANAGING VENTURER. Subject to Section 9.3\nhereof, Boyd Sub shall be and hereby is appointed the Managing Venturer of the\nJoint Venture and shall serve in such capacity without fee or other\ncompensation. Except as otherwise provided in this Agreement, the Managing\nVenturer shall have, and hereby assumes, sole responsibility and authority for\nthe prudent day-to-day management and operation of the Joint Venture and the\nFacility, and in furtherance thereof may exercise the following specific rights\nand powers without approval of the other Venturer:\n\n     (a) oversee and manage the day-to-day operations of the Facility, the Joint\nVenture business and such other activities as are customary in connection with\nsuch operations;\n\n     (b) except as otherwise provided in Sections 4.2, 4.4 and 9.2 hereof,\ndirect and oversee the architectural, engineering, design, construction,\nadministrative, legal and other work necessary for the design, development,\nconstruction, completion, financing, opening, operation and improvement of the\nFacility and other Joint Venture business;\n\n     (c) prepare appropriate budgets, including but not limited to the Capital\nExpenditure Budget, and prepare construction schedules for the development,\nconstruction, opening, repair, improvement and operation of the Facility and\nother Joint Venture property;\n\n\n                                      -41-\n\n\n     (d) except as otherwise provided in Sections 4.2, 4.4 and 9.2 hereof,\nnegotiate with and enter into contracts for the design, development,\nconstruction, completion, opening, operation and improvement of the Facility,\nincluding but not limited to negotiating and entering into contracts and\neasement agreements necessary for the central power plant to be constructed upon\nor adjacent to the Property (which shall not include the right to construct such\npower plant on Tract II), and negotiating and entering into contracts, leases or\nagreements relating to the retail, restaurant and spa operations to be located\nat the Facility, and to supervise all work relating to the foregoing;\n\n     (e) implement decisions made by the Venturers;\n\n     (f) use its best efforts to operate, on behalf of and for the sole benefit\nof the Joint Venture, the Facility and such other business and activities as are\ncustomary in connection with such operation;\n\n     (g) preserve, maintain and distribute Joint Venture funds in accordance\nwith the provisions of this Agreement;\n\n     (h) contract on behalf of the Joint Venture for the services of independent\ncontractors, including attorneys, accountants and financial advisers;\n\n     (i) establish, maintain and supervise the deposit of funds and securities\nof the Joint Venture with federally insured banking institutions, and the\nManaging Venturer is authorized to sign on behalf of the Joint Venture on all\naccounts with such banking institutions;\n\n     (j) acquire by purchase, lease or otherwise such personal property as may\nbe necessary, convenient or incidental to the accomplishment of the purposes of\nthe Joint Venture;\n\n     (k) procure on behalf of the Joint Venture such general liability,\ncasualty, comprehensive, workers' compensation, fidelity, errors and omissions,\nbusiness interruption and other insurance as is adequate to protect the Joint\nVenture;\n\n     (l) execute on behalf of the Joint Venture any and all agreements,\ndocuments, certificates and instruments necessary or convenient in connection\nwith the management and operation of the Facility or in connection with managing\nthe affairs of the Joint Venture; and\n\n     (m) employ or retain, or enter into any transaction or contract with, any\nVenturer or any officer, employee or Affiliate of any Venturer, upon the terms\nand conditions provided in Section 2.4 hereof.\n\n     Section 9.2 EXCLUSIVE POWERS OF THE VENTURERS. In addition to those\nmatters which, pursuant to other provisions of this Agreement, require approval\nof each Venturer, the following matters shall require the approval of each\nVenturer:\n\n\n                                      -42-\n\n\n     (a) except as otherwise provided in this Agreement, the admission of an\nadditional Venturer;\n\n     (b) the acquisition of any real property in addition to the Property\n(excluding, however, the leasing of the Employee Parking Lot and the Employee\nParking Structure and further excluding any acquisition of the Option Parcel\npursuant to the terms of Section 4.5(c) hereof and of the Option Agreement);\n\n     (c) any transaction which is unrelated to the purposes of the Joint Venture\nor makes it unlawful or impossible to carry out the purposes of the Joint\nVenture;\n\n     (d) except with respect to the Construction Financing or as otherwise\nprovided in this Agreement, the incurrence of any indebtedness, except for\nliabilities which are normal and customary in the gaming business, including but\nnot limited to the incurrence of trade payables in the ordinary course of\nbusiness;\n\n     (e) the refinancing or early retirement of any Joint Venture indebtedness;\n\n     (f) except in connection with the Construction Financing, the sale or\nhypothecation of all or any significant part of the property or assets of the\nJoint Venture, other than in the ordinary course of business, except for\nsubordination, non-disturbance and attornment agreements which may be necessary\nin connection with the construction and operation of the central power plant or\nthe leasing of the retail, restaurant and spa operations at the Facility;\n\n     (g) capital expenditures in excess of any funds contained in the Capital\nExpenditure Reserve Account other than (i) any capital expenditures included in\na Capital Expenditure Budget prepared by the Managing Venturer and approved by\nthe Non-Managing Venturer as provided herein or (ii) any capital expenditures\nthat are Project Costs to be incurred in accordance with the terms hereof.\n\n     (h) except as otherwise provided in Article 11 hereof, the Transfer of all\nor any portion of a Venturer's Interest in the Joint Venture;\n\n     (i) the compromise of any claim owned by or against the Joint Venture in\nexcess of $500,000 or submission to arbitration of any dispute or controversy\ninvolving the Joint Venture, other than in the ordinary course of business;\n\n     (j) the cancellation or lapse of any material insurance policy, which\napproval shall not be unreasonably withheld or delayed;\n\n     (k) the selection and retention of independent certified public accountants\nto audit the Joint Venture's financial statements and prepare its tax returns;\n\n\n                                      -43-\n\n\n     (l) except as otherwise provided in Section 4.2 hereof, the design of the\nexterior of the Facility (the current design of which, as reflected on EXHIBIT I\nattached hereto and incorporated herein by this reference, has been approved by\nMR Sub), including the design and location of all landscaping, lighting and\nsignage for the Facility;\n\n     (m) commencing upon the opening of the MRI Casino Project (if but only if\nthe same shall be owned and operated by MRI or any of its Affiliates), the\nestablishment of hotel room rate structures for the Facility; provided, however,\nin any event, Managing Venturer may change hotel room rates without the approval\nof the Non-Managing Venturer until such time as the Non-Managing Venturer shall\nhave notified the Managing Venturer in writing that the Non-Managing Venturer's\napproval shall thereafter be required;\n\n     (n) any expenditure by the Joint Venture in excess of $50,000 other than\nexpenditures authorized pursuant to Sections 9.2(a)-(m) hereof or expenditures\nin the ordinary course of business;\n\n     (o) except as otherwise provided in this Agreement, the dissolution or\nliquidation of the Joint Venture, or a merger, consolidation or recapitalization\ninvolving the Joint Venture;\n\n     (p) any change in the number of hotel rooms below 2,000 rooms, and any\nchange to any other element of the Program causing a decrease in any such\nelement of more than ten percent (10%) of the number for such element set forth\non EXHIBIT D attached hereto; and\n\n     (q) the sale or other disposition of any Special Revenue Bonds owned by the\nJoint Venture.\n\n     Any matter which requires the approval of each Venturer may be approved by\nan instrument signed by an authorized representative of each Venturer. The\ncurrent authorized representatives of Boyd Sub are William S. Boyd, Donald D.\nSnyder, Robert L. Boughner and Ellis Landau, and the current authorized\nrepresentatives of MR Sub are J. Terrence Lanni, John T. Redmond, Robert H.\nBaldwin and Gary N. Jacobs. Either Venturer may designate different or\nadditional authorized representatives by written notice to the other.\n\n     Section 9.3 REPLACEMENT OF MANAGING VENTURER.\n\n     (a) Except as otherwise provided in this Agreement, the Managing Venturer\nmay only be changed with the approval of each Venturer. In the event that (i)\nthe Joint Venture is in material default with respect to any of its debt\nobligations, and such material default shall be continuing after notice of such\ndefault is received by the Joint Venture and after one-half (1\/2) of the\napplicable cure period has expired, (ii) an Event of Default on the part of Boyd\nSub has occurred and is continuing under this Agreement, (iii) Boyd Sub or\nanother direct or indirect wholly owned subsidiary of Boyd ceases for any reason\n(including a Permitted Transfer) to own at least a 50% Interest in the Joint\nVenture; (iv) prior to the public opening of the Facility, none of William S.\nBoyd, Donald D. Snyder, Robert L. Boughner, Ellis Landau or Keith E. Smith is\nserving as Chief Operating Officer or a more\n\n\n                                      -44-\n\n\nsenior executive officer of Boyd), (v) prior to the end of the three-year period\ncommencing upon the public opening of the Facility, William S. Boyd, or his\nheirs or legatees collectively, cease to own beneficially at least 15% of the\noutstanding common stock or to be the largest beneficial stockholder of Boyd, or\n(vi) Boyd Sub shall fail to cause completion of construction of the Facility on\nor before the time period specified in Section 4.2(f), subject to any Force\nMajeure Event(s) specified therein, MR Sub may, at any time during the\ncontinuation of any event specified in (i) through (vi) above, elect by written\nnotice delivered to Boyd Sub to become the Managing Venturer, and MR Sub shall\nthereupon become the Managing Venturer and Boyd Sub shall become the\nNon-Managing Venturer. In the event of such election by MR Sub as a result of an\nevent specified in clause (i), (ii) or (iii) of this Section 9.3(a), subject to\nthe last sentence of this Section 9.3(a), the Joint Venture shall pay MR Sub, on\na quarterly basis, a management fee equal to 3.5% of gross revenues (before\ndeduction of promotional allowances) of the Joint Venture. In the event of such\nelection by MR Sub as a result of an event specified in either clause (iv) or\nclause (vi) of this Section 9.3(a), subject to the last sentence of this Section\n9.3(a), the Joint Venture shall pay MR Sub a one (1)-time fee equal to 3.5% of\ngross revenues (before deduction of promotional allowances) earned by the Joint\nVenture during the one hundred eighty (180) day period following the public\nopening of the Facility. In the event MR Sub becomes the Managing Venturer\npursuant to clause (v) of this Section 9.3(a), no management fee shall be\npayable to MR Sub. Upon the occurrence of any of the events specified in Section\n13.1(h) hereof with respect to the Managing Venturer, if the business of the\nJoint Venture is continued, the remaining Venturer shall become the Managing\nVenturer. Notwithstanding anything contained in this Section 9.3(a), any\nmanagement fee payable to MR Sub pursuant to this Section 9.3(a) shall be\nsubordinated to the repayment of principal and interest on the Construction\nFinancing.\n\n     (b) The Managing Venturer shall not have the right to resign as Managing\nVenturer, and any such purported resignation shall constitute an Event of\nDefault under this Agreement which shall entitle the other Venturer to exercise\nall rights and remedies available under this Agreement, at law or m equity.\n\n     Section 9.4 MEETINGS OF THE VENTURERS: TIME AND PLACE. The Venturers shall\nmeet with each other on a periodic basis, at least quarterly. At such meetings,\nthe Managing Venturer's representatives shall report on the performance and\ncondition of the Joint Venture, give progress reports on negotiation of the\nConstruction Financing, the status of governmental permits and approvals for the\nFacility, capital projects including construction of the Facility, material\ncontracts entered into, material litigation and other matters material to the\noperation of the Joint Venture. Meetings shall be held at such time and place\nwithin the County as the Managing Venturer shall determine or by telephone,\nprovided that each Venturer's representatives may simultaneously participate and\nhear each other Venturer's representatives. The Venturers may take action\nwithout a meeting if the action taken is reduced to writing (either prior to or\nthereafter) and signed on behalf of each Venturer. Any Venturer may call for a\nmeeting of the Venturers at any time by giving at least 48 hours' prior written\nnotice to the other Venturer.\n\n\n                                      -45-\n\n\n     Section 9.5 OFFICERS. The Managing Venturer shall appoint the chief\nexecutive officer, chief financial officer and other officers of the Joint\nVenture, who shall serve at the direction and pleasure of the Managing Venturer.\nAppointment and replacement of the chief executive officer (or equivalent\nofficer) of the Joint Venture shall require the approval of the Non-Managing\nVenturer, which approval shall not be unreasonably withheld or delayed. The\nofficers shall perform those functions of the Managing Venturer and such other\nduties and responsibilities as the Managing Venturer may assign to them. No\nofficer or employee of either Venturer or its Affiliates who does not devote\nsubstantially full time to the Joint Venture shall receive any salary or other\ncompensation from the Joint Venture. The Managing Venturer may from time to time\nappoint employees of the Managing Venturer or its Affiliates to devote\nsubstantially full time to the Joint Venture and retain such employees on its\npayroll. In such event, the Joint Venture shall reimburse the Managing Venturer\nor its Affiliate for the out-of-pocket compensation (including salary, bonus and\nthe direct cost of health and retirement benefit plans) paid to such employee\nfor performing services to the Joint Venture on a full-time basis. The terms of\nany benefits offered to such an employee shall be within the discretion of the\nManaging Venturer or its Affiliate. Each officer of the Joint Venture shall be\nindemnified by the Joint Venture from and against any and all claims, losses,\ndamages and liabilities, including reasonable attorneys' fees which shall be\nreimbursed as incurred, arising out of or relating to any act or failure to act\nperformed or omitted by him; provided, however, that such indemnity shall be\npayable only if such officer acted in good faith and in a manner he reasonably\nbelieved to be in, or not opposed to, the best interests of the Joint Venture.\nAny indemnity under this Section 9.5 shall be paid from, and shall be limited to\nthe extent of, Joint Venture assets, and no Venturer shall have any personal\nliability on account thereof. Each officer of the Joint Venture shall be fully\nprotected with respect to any action or omission taken or omitted by him in good\nfaith if such action or omission is taken or omitted in reliance upon and in\naccordance with the opinion or advice of competent legal counsel, accountants,\nfinancial advisers or other professionals as to matters within their\nprofessional competence.\n\n\n                                   ARTICLE 10\n\n                         REPRESENTATIONS AND WARRANTIES\n\n     Section 10.1 MR SUB. MRI and MR Sub, as applicable, hereby represent and\nwarrant, which representations and warranties shall survive the execution of\nthis Agreement (and which representations and warranties shall be true and\naccurate in all material respects at the time that MR Sub conveys the Property\nto the Joint Venture pursuant to the terms hereof), that:\n\n     (a) MR Sub is a corporation duly organized, validly existing and in good\nstanding under the laws of the State of New Jersey and has the requisite\ncorporate power and authority to enter into and carry out the terms of this\nAgreement;\n\n     (b) all of the outstanding capital stock of MR Sub is owned directly or\nindirectly by MRI;\n\n\n                                      -46-\n\n\n     (c) all corporate action required to be taken by MR Sub to enter into and\ncarry out the terms of this Agreement has been taken and, except as otherwise\nprovided or contemplated in this Agreement, no further approval of any\ngovernmental agency, court or other body is necessary in order to permit MR Sub\nto enter into and carry out the terms of this Agreement;\n\n     (d) this Agreement has been duly executed and delivered by MR Sub and\nconstitutes the legal, valid and binding obligation of MR Sub, enforceable in\naccordance with its terms (subject to applicable bankruptcy, insolvency,\nmoratorium or similar laws affecting creditors' rights generally, equitable\nprinciples and judicial discretion);\n\n     (e) to the best of its knowledge, neither the execution and delivery of\nthis Agreement, nor the performance of its obligations hereunder, has resulted\nor will result in any violation of, or default under, the charter or bylaws of\nMR Sub or any indenture, trust agreement, mortgage or other agreement or any\npermit, judgment, decree or order to which MR Sub is a party or by which it is\nbound, including but not limited to, that certain Agreement and Plan of Merger,\ndated as of March 6, 2000, among MRI, MGM, and a wholly-owned subsidiary of MGM,\nand there is no default and no event or omission has occurred which, with the\npassage of time or the giving of notice or both, would constitute a default on\nthe part of MR Sub under this Agreement;\n\n     (f) to the best of its knowledge, there is no action, proceeding or\ninvestigation, pending or threatened, which questions the validity or\nenforceability of this Agreement as to MR Sub;\n\n     (g) no representation, warranty or covenant of MR Sub in this Agreement, or\nin any document or certificate furnished or to be furnished to Boyd Sub pursuant\nhereto, contains or will contain any untrue statement of material fact or omits\nor will omit to state a material fact necessary to make the statements or facts\ncontained therein not misleading; all such representations, warranties or\nstatements of MR Sub are based, to the best of MR Sub's knowledge, upon accurate\nand complete information as of the time of their making, and there have been, to\nthe best of MR Sub's knowledge, no material changes in such information\nsubsequent thereto;\n\n     (h) MR Sub has no reason to believe that it or its Affiliates will not\nreceive any gaming license, approval or permit necessary for the consummation of\nthe transactions contemplated by this Agreement;\n\n     (i) MR Sub has provided Boyd Sub with complete and accurate copies of the\nDevelopment Agreement and the Road Development Agreement, including any\namendments thereto. Other than as set forth in or referred to in the Development\nAgreement and the Road Development Agreement, to the best of MR Sub's and MRI's\nknowledge, there are no unrecorded leases, arrangements, agreements,\nunderstandings, options, contracts, or rights of first refusal affecting or\nrelating in any material way to the use and development of the Facility and\/or\nthe Property. No material default or breach (nor event which, with the giving of\nnotice or the passage of time, or both, would constitute a material default or\nbreach) exists under the Development Agreement or the Road Development Agreement\non the part of MRI or MR Sub or their respective Affiliates, or to the best \n\n\n                                      -47-\n\n\nof the knowledge of MRI or MR Sub, any other party to such agreements. There is\nno information or document not disclosed or provided by MRI or MR Sub to Boyd\nSub, which to the best of the actual knowledge of MRI or MR Sub, could\nreasonably be expected to materially adversely affect the use and development of\nthe Facility and\/or the Property.\n\n     (j) MRI and MR Sub have complied, in all material respects, with all laws,\nordinances, rules, regulations, requirements and orders of federal, state, or\nlocal governments and\/or their agencies with respect to the Property of which\nthey have actual knowledge.\n\n     (k) To the best of the knowledge of MRI and MR Sub, there are no historical\nor archeological materials or artifacts of any kind or any Indian ruins of any\nkind located on the Property;\n\n     (l) To the best of the knowledge of MRI and MR Sub, the Property is not\nlocated within any water conservation, irrigation, weed or insect abatement, or\nother similar district, or any special improvement district. The Property is\nlocated within a soil conservation district and a flood hazard area;\n\n     (m) MRI and MR Sub do not have any liability for any taxes, or any interest\nor penalty in respect thereof, of any nature that may be assessed against the\nJoint Venture or that are or may become a lien against the Property, except real\nproperty taxes not yet due and payable;\n\n     (n) Except as set forth in the Parcel Deed or in the Development Agreement,\nthere are no conditions imposed by any governmental or quasi-governmental agency\nor instrumentality, which, if not satisfied, waived or otherwise eliminated,\ncould result in a reversion or other defeasance of title to the Property or the\nParcel;\n\n     (o) MRI and MR Sub have provided Boyd Sub with copies of any and all\nreports, studies, investigations and other similar information obtained by MRI\nand\/or MR Sub which could reasonably be expected to materially adversely affect\nthe use and development of the Property; and\n\n     (p) The information furnished by MRI and MR Sub to Boyd Sub or Boyd in\naccordance with the provisions of this Agreement is true and accurate in all\nmaterial respects, and if, at any time hereafter, there is any material change\nin any of such information, MRI or MR Sub shall promptly notify Boyd Sub of such\nmaterial change.\n\n     Section 10.2 BOYD SUB. Boyd Sub hereby represents and warrants, which\nrepresentations and warranties shall survive the execution of this Agreement\n(and which representations and warranties shall be true and accurate in all\nmaterial respects at the time that MR Sub conveys the Property to the Joint\nVenture pursuant to the terms hereof), that:\n\n\n                                      -48-\n\n\n     (a) Boyd Sub is a corporation duly organized, validly existing and in good\nstanding under the laws of the State of New Jersey and has the requisite\ncorporate power and authority to enter into and carry out the terms of this\nAgreement;\n\n     (b) all of the outstanding capital stock of Boyd Sub is owned directly or\nindirectly by Boyd;\n\n     (c) all corporate action required to be taken by Boyd Sub to enter into and\ncarry out the terms of this Agreement has been taken and, except as otherwise\nprovided or contemplated in this Agreement, no further approval of any\ngovernmental agency, court or other body is necessary in order to permit Boyd\nSub to enter into and carry out the terms of this Agreement;\n\n     (d) this Agreement has been duly executed and delivered by Boyd Sub and\nconstitutes the legal, valid and binding obligation of Boyd Sub, enforceable in\naccordance with its terms (subject to applicable bankruptcy, insolvency,\nmoratorium or similar laws affecting creditors' rights generally, equitable\nprinciples and judicial discretion);\n\n     (e) to the best of its knowledge, neither the execution and delivery of\nthis Agreement, nor the performance of its obligations hereunder, has resulted\nor will result in any violation of, or default under, the charter or bylaws of\nBoyd Sub or any indenture, trust agreement, mortgage or other agreement or any\npermit, judgment, decree or order to which Boyd Sub is a party or by which it is\nbound, and there is no default and no event or omission has occurred which, with\nthe passage of time or the giving of notice or both, would constitute a default\non the part of Boyd Sub under this Agreement;\n\n     (f) to the best of its knowledge, there is no action, proceeding or\ninvestigation, pending or threatened, which questions the validity or\nenforceability of this Agreement as to Boyd Sub;\n\n     (g) No representation, warranty or covenant of Boyd Sub in this Agreement,\nor in any document or certificate furnished or to be furnished to MR Sub\npursuant hereto, contains or will contain any untrue statement of material fact\nor omits or will omit to state a material fact necessary to make the statements\nor facts contained therein not misleading; all such representations, warranties\nor statements of Boyd Sub are based, to the best of Boyd Sub's knowledge, upon\naccurate and complete information as of the time of their making, and there have\nbeen, to the best of Boyd Sub's knowledge, no material changes in such\ninformation subsequent thereto; and\n\n     (h) Boyd Sub has no reason to believe that it or its Affiliates will not\nreceive any gaming license, approval or permit necessary for the consummation of\nthe transactions contemplated by this Agreement.\n\n     Section 10.3 BROKERS. The parties each represent to the other that they\nhave not retained any broker, finder or agent in connection with the\ntransactions contemplated hereby or the negotiation thereof. Each party shall\nindemnify and hold the other party harmless from and against \n\n\n                                      -49-\n\n\nall losses, claims, damages and liabilities, including reasonable attorneys'\nfees, arising out of or relating to any claim of brokerage or other commissions\nrelative to this Agreement or the transactions contemplated hereby insofar as\nany such claim arises by reason of services alleged to have been rendered to or\nat the request of the indemnifying party.\n\n\n                                   ARTICLE 11\n\n                              TRANSFER OF INTERESTS\n\n     Section 11.1 RESTRICTIONS ON TRANSFERS. Except as otherwise expressly\nprovided in this Agreement, no Venturer shall, without the approval of each of\nthe Venturers, sell, transfer, assign, pledge, encumber or otherwise dispose of\n(each a \"Transfer\") all or any portion of its Interest in the Joint Venture or\nany rights therein. Any purported Transfer in violation of the preceding\nsentence shall be null and void and of no force or effect. Each Venturer\nacknowledges the reasonableness of the restrictions on Transfers imposed by this\nAgreement in view of the Joint Venture purposes and the relationship of the\nVenturers. The Venturers acknowledge and agree that they are relying on the\nexperience, reputation and financial condition of each other in entering into\nthis Agreement, that the nature of the relationship between the Venturers is\npersonal and that the amount of damages that would be sustained by the Venturers\nin the event of a breach of the restrictions on Transfers imposed by this\nAgreement would not be readily ascertainable. Accordingly, upon any breach of\nthis Article 11 by any Venturer, the other Venturer (in addition to all rights\nand remedies it may have under this Agreement, at law or in equity) shall be\nentitled to a decree or order from a court of competent jurisdiction\nspecifically enforcing the restrictions on Transfers contained herein. Each\nVenturer further agrees to hold the Joint Venture and the other Venturer\n(including their respective directors, officers, employees, Affiliates,\nsuccessors and assigns) harmless for, from and against any and all claims,\nlosses, damages, liabilities and costs, including without limitation, reasonable\nattorneys' fees (which shall be reimbursed as incurred), and liabilities for\nincome taxes and costs of enforcing this indemnity, incurred by any of such\nindemnified parties as a result of a Transfer or purported Transfer in violation\nof this Agreement.\n\n     Section 11.2 PERMITTED TRANSFERS.\n\n     (a) A Venturer shall be entitled to make the following Transfers of its\nInterest (each a \"Permitted Transfer\") without the approval of the other\nVenturer: (i) a pledge or encumbrance of its Interest in favor of one or more\ncommercial banks or other institutional lenders to secure a loan provided by\nsuch lender(s) to such Venturer or its Affiliates, provided that a foreclosure\nupon such pledge or encumbrance shall not be a Permitted Transfer; (ii) a\nTransfer of its Interest to an Affiliate of such Venturer, subject to the\nprovisions of Section 11.3; (iii) a Transfer of its Interest to MR Sub or Boyd\nSub; or (iv) a Transfer of its Interest pursuant to the right of first refusal\nprovisions of Section 11.4.\n\n\n                                      -50-\n\n\n     (b) Except with respect to Permitted Transfers described in clause (ii),\n(iii) or (iv) of Section 11.2(a), a transferee of an Interest in the Joint\nVenture shall be admitted as a Venturer only upon the agreement of each\nVenturer. The rights of a transferee who is not admitted as a Venturer shall be\nlimited to the right to receive allocations and distributions from the Joint\nVenture with respect to the Interest transferred, as provided in this Agreement.\nA transferee that is not admitted as a Venturer shall not be a Venturer with\nrespect to such Interest, and without limiting the foregoing, shall not have the\nright to inspect the Joint Venture's books or assets, grant or withhold\napprovals, act for or bind the Joint Venture or otherwise participate in its\noperations.\n\n     (c) The Venturers intend that a Permitted Transfer shall not cause the\ndissolution of the Joint Venture under the Act. However, if a court of competent\njurisdiction determines that a dissolution has occurred, the Venturers shall\ncontinue to hold the Joint Venture's assets and operate its business in joint\nventure form pursuant to this Agreement as if no such dissolution had occurred.\n\n     (d) In the event of a Permitted Transfer, the Venturer making the Transfer\nshall notify the other Venturer of the Transfer and shall furnish the Joint\nVenture with the transferee's taxpayer identification number and sufficient\ninformation to determine the transferee's Interest and tax basis in the Joint\nVenture and any other information reasonably necessary to permit the Joint\nVenture to file all required tax returns. All Transfers shall be by instrument\nin form and substance reasonably satisfactory to counsel for the Joint Venture\nand shall contain an agreement of the transferee to accept the Transfer and to\naccept and adopt all of the applicable provisions of this Agreement. The\nVenturer making a Permitted Transfer shall execute, acknowledge and deliver all\nsuch documents and instruments, in form and substance reasonably satisfactory to\ncounsel for the Joint Venture, as may be necessary or desirable to effectuate\nsuch Transfer, and shall pay all costs and expenses incurred by the Joint\nVenture in connection with such Transfer.\n\n     (e) Notwithstanding anything to the contrary in this Agreement, no Venturer\nshall be permitted to Transfer its Interest or any portion thereof to the extent\nsuch Transfer would be in violation of applicable law (including without\nlimitation securities laws and regulations and the New Jersey Casino Control\nAct) or would cause a default under any agreement or instrument to which the\nJoint Venture is a party or by which it is bound. Without limiting the\nforegoing, at such time as the Joint Venture is a casino licensee or an\napplicant for a casino license, no Transfer of Interest or any portion thereof\nshall be valid or effective unless such transfer is first approved by the New\nJersey Casino Control Commission as provided in N.J.S.A. 5:12-82(d)(7).\n\n     Section 11.3 LIMITATION ON OWNERSHIP OF VENTURERS.\n\n     (a) Unless otherwise agreed by Boyd Sub, all of the outstanding capital\nstock of MR Sub (or any Affiliate of MR Sub to whom MR Sub Transfers its\nInterest pursuant to the terms of Section 11.2(a)(ii) hereof) shall continue to\nbe owned directly or indirectly by MRI or MGM.\n\n\n                                      -51-\n\n\n     (b) Unless otherwise agreed by MR Sub, all of the outstanding capital stock\nof Boyd Sub (or any Affiliate of Boyd Sub to whom Boyd Sub Transfers its\nInterest pursuant to the terms of Section 11.2(a)(ii) hereof) shall continue to\nbe owned directly or indirectly by Boyd.\n\n     Section 11.4 RIGHT OF FIRST REFUSAL.\n\n     (a) Commencing on the first anniversary of the opening of the Facility to\nthe public, either Venturer shall have the right to Transfer all or any part of\nits Interest in the Joint Venture to a person who is not an Affiliate of any\nVenturer (the \"Third Party\"), in consideration for cash and\/or a promissory\nnote, provided that (i) the Venturer wishing to Transfer its Interest (the\n\"Initiating Venturer\") has not caused the Joint Venture to be in default under\nthe terms of the Construction Financing, (ii) the Initiating Venturer is not in\ndefault under any of the provisions of this Agreement, and (iii) the Initiating\nVenturer first offers the Interest (or portion thereof) to the other Venturer as\nprovided in this Section 11.4.\n\n     (b) Prior to becoming legally obligated to Transfer its Interest or any\nportion thereof (the \"Relevant Interest\") to a Third Party pursuant to the terms\nof this Section 11.4, the Initiating Venturer shall deliver written notice (the\n\"Offering Notice\") to the other Venturer (the \"Responding Venturer\") offering to\nTransfer the Relevant Interest to the Responding Venturer on the same terms and\nfor the same price as the Initiating Venturer proposes to Transfer to the Third\nParty. The Offering Notice shall specify the name of the Third Party, the\nRelevant Interest proposed to be Transferred and the material terms on which the\nTransfer is to be consummated, including without limitation, the Transfer price,\nterms of payment and the time and place of the closing. The Responding Venturer\nshall thereupon have the right and option to purchase from the Initiating\nVenturer all ( but not less than all) of the Relevant Interest at the purchase\nprice set forth in the Offering Notice by delivering written notice (an\n\"Acceptance Notice\") to the Initiating Venturer within 30 days after delivery of\nthe Offering Notice. If the Responding Venturer delivers an Acceptance Notice,\nit shall be legally obligated to purchase the Relevant Interest on the same\nterms as specified in the Offering Notice at a closing to be held as specified\nin the Offering Notice (but in no event earlier than 60 days after delivery of\nthe Offering Notice) or such other time as may be directed by the New Jersey\nGaming Authorities. At the closing, the Initiating Venturer shall deliver to the\nResponding Venturer good title to the Relevant Interest, free and clear of any\nliens, claims or other encumbrances.\n\n     (c) If the Responding Venturer does not elect to purchase the Relevant\nInterest, it may, within the 30-day period referred to above, deliver to the\nInitiating Venturer written notice (the \"Disapproval Notice\") stating that it\ndoes not elect to purchase the Relevant Interest and that it disapproves of the\nproposed Transfer to the Third Party. In the event that the Responding Venturer\ndelivers the Disapproval Notice within such 30-day period, and the Disapproval\nNotice sets forth the existence of specific facts which reasonably demonstrate\nthat the Third Party would not be suitable as a Venturer due to its background,\nreputation or lack of financial capability, the Initiating Venturer may not\nconsummate the proposed Transfer. If the Responding Venturer does not deliver\nthe Acceptance Notice or the Disapproval Notice within the 30-day period\nreferred to above, or if the Disapproval Notice does not satisfy the foregoing\nrequirements, the Initiating Venturer may, within \n\n\n                                      -52-\n\n\n90 days after the expiration of such 30-day period, consummate the proposed\nTransfer to the Third Party on the terms set forth in the Offering Notice or on\nsubstantially similar terms. If the Initiating Venturer does not consummate the\nproposed Transfer within such 90-day period, the proposed Transfer may not be\neffected unless the Initiating Venturer again complies with the provisions of\nthis Section 11.4.\n\n     Section 11.5 BUY-OUT ON DEFAULT. At any time during the continuance of an\nEvent of Default under this Agreement, the non-defaulting Venturer, without\nlimiting any other rights or remedies it may have under this Agreement, at law\nor in equity, may, upon written notice (the \"Appraisal Notice\") delivered to the\nDefaulting Venturer, elect to purchase all (but not less than all) of the\nInterest of the Defaulting Venturer for cash in an amount equal to 80% of the\nAppraised Value of the Defaulting Venturer's Interest. The \"Appraised Value\"\nshall be an amount equal to the Defaulting Venturer's Interest multiplied by the\nfair market value of the Joint Venture, which shall represent the amount that a\nsingle purchaser unrelated to any Venturer would reasonably be expected to pay\nfor the Joint Venture business and assets as a going concern, subject to all\nexisting indebtedness, liens and encumbrances, in a single cash purchase, taking\ninto account the current condition, use and net income of the Facility. If the\nVenturers are unable to mutually agree upon the Appraised Value within 30 days\nafter delivery of the Appraisal Notice, each Venturer shall select a reputable\nMAI appraiser to determine the Appraised Value. The two appraisers shall furnish\nthe Venturers with their written appraisals within 45 days of their selection,\nsetting forth their determinations of the Appraised Value as of the date of the\nAppraisal Notice. If the higher of such appraisals does not exceed the lower of\nsuch appraisals by more than 10%, the Appraised Value shall be the average of\nthe two appraisals. If the higher of such appraisals exceeds the lower of such\nappraisals by more than 10%, the two appraisers shall, within 20 days, mutually\nselect a third reputable MAI appraiser. The third appraiser shall furnish the\nVenturers with its written appraisal within 45 days of its selection, and the\nAppraised Value shall be the average of the three appraisals. The cost of the\nappraisals shall be borne equally by the Defaulting Venturer and the\nnon-defaulting Venturer. The determination of the Appraised Value in accordance\nwith this Section 11.5 shall constitute a final and non-appealable arbitration.\nThe closing of the purchase and sale of the Interest of the Defaulting Venturer\npursuant to this Section 11.5 shall occur not later than 90 days after\ndetermination of the Appraised Value, or such other time as may be directed by\nthe New Jersey Gaming Authorities. At the closing, the Defaulting Venturer shall\ndeliver to the non-defaulting Venturer good title to its Interest, free and\nclear of any liens, claims or other encumbrances.\n\n\n                                   ARTICLE 12\n\n                                EVENTS OF DEFAULT\n\n     Section 12.1 EVENTS OF DEFAULT. The occurrence of any of the following\nevents shall constitute an \"Event of Default\" hereunder on the part of the\nVenturer to which such event relates (the \"Defaulting Venturer\") if within 30\ndays following delivery to the Defaulting Venturer of written notice of such\ndefault by the other Venturer, or within 10 days if the default is due solely to\n\n\n                                      -53-\n\n\nthe non-payment of monies, the Defaulting Venturer fails to pay such monies, or\nin the case of non-monetary defaults, fails to commence substantial efforts to\ncure such default or thereafter fails within a reasonable time to prosecute to\ncompletion with diligence the curing of such default; provided, however, that\nthe occurrence of any of the events described in Section 12.1 (a) or (b) shall\nconstitute an Event of Default immediately upon such occurrence without any\nrequirement of notice or the passage of time except as specifically set forth\ntherein:\n\n     (a) the violation by a Venturer of any of the restrictions set forth in\nArticle 11 of this Agreement upon the right of such Venturer to Transfer its\nInterest;\n\n     (b) (i) the institution by a Venturer of proceedings under any federal or\nstate law for the relief of debtors wherein such Venturer is seeking relief as\ndebtor, (ii) a general assignment by a Venturer for the benefit of creditors,\n(iii) the institution by a Venturer of a proceeding for relief under the Federal\nBankruptcy Code, (iv) the institution against a Venturer of a proceeding under\nthe Federal Bankruptcy Code, which proceeding is not dismissed, stayed or\ndischarged within 60 days after the filing thereof or, if stayed, which stay is\nthereafter lifted without a contemporaneous discharge or dismissal of such\nproceeding, (v) the admission by a Venturer in writing of its inability to pay\nits debts as they mature or (vi) the attachment, execution or other judicial\nseizure of all or any substantial part of a Venturer's Interest which remains\nundismissed or undischarged for a period of 15 days after the levy thereof, if\nsuch attachment, execution or other judicial seizure would reasonably be\nexpected to have a material adverse effect upon the performance by such Venturer\nof its obligations under this Agreement; provided, however, that any such\nattachment, execution or seizure shall not constitute an Event of Default if\nsuch Venturer posts a bond sufficient to fully satisfy the amount of such claim\nor judgment within 15 days after the levy thereof and the Venturer's Interest is\nthereby released from the lien of such attachment (each an \"Event of\nBankruptcy\");\n\n     (c) any material breach by a Venturer of its representations and warranties\npursuant to Article 10 hereof or any material default in performance of, or\nfailure to comply with, any other agreement, obligation or undertaking of a\nVenturer contained in this Agreement;\n\n     (d) the Managing Venturer causing or permitting a material event of default\nunder the Construction Financing or any other third-party indebtedness incurred\nby the Joint Venture, which material default shall be continuing after notice of\nsuch default is received by the Joint Venture and after one-half (1\/2) of the\napplicable cure period has expired;\n\n     (e) the issuance of a final and non-appealable order or directive of a\ngovernmental agency of any jurisdiction, including the New Jersey Gaming\nAuthorities, disqualifying a Venturer from holding any license, approval or\npermit required for the business of the Joint Venture, or directing that the\nother Venturer or any of its Affiliates terminate its relationship with such\nVenturer;\n\n     (f) the failure or inability of a Venturer, its officers, directors, key\nemployees or direct or indirect owners or the officers, directors or key\nemployees of its direct or indirect owners to obtain any license, approval or\npermit required for the business of the Joint Venture or any other event\n\n\n                                      -54-\n\n\ninvolving a Venturer which results in the Joint Venture or such Venturer\nbecoming unable to conduct a gaming business; and\n\n     (g) the failure of MRI or its Affiliates to use all commercially reasonable\nefforts to obtain any Master Plan Approvals or to cause to be completed the\nGovernment Improvements and\/or the Master Plan Improvements upon the terms and\nconditions set forth herein.\n\n     Section 12.2 REMEDIES UPON DEFAULT. Upon the occurrence of any Event of\nDefault, the non-defaulting Venturer shall have the right, without limitation,\nto exercise any and all rights and remedies set forth in this Agreement or as\nmay be available at law or in equity against the Defaulting Venturer.\n\n                                   ARTICLE 13\n\n                           DISSOLUTION AND LIQUIDATION\n\n     Section 13.1 EVENTS OF DISSOLUTION. The Joint Venture shall dissolve upon\nthe occurrence of any of the following events:\n\n     (a) the sale or other disposition (including, without limitation, taking by\neminent domain) of all or substantially all of the assets of the Joint Venture\nand the collection of the proceeds thereof;\n\n     (b) the approval of each of the Venturers;\n\n     (c) at the election of the non-defaulting Venturer, the occurrence of an\nEvent of Default by a Defaulting Venturer;\n\n     (d) December 31, 2070;\n\n     (e) at the election of Boyd Sub or MR Sub, as the case may be, pursuant to\nSection 4.2(e) hereof;\n\n     (f) at the election of either Venturer in the event of a final\ndetermination, judicial or otherwise, resulting in the permanent termination of\nconstruction of the Connector prior to the substantial completion thereof;\n\n     (g) the final and non-appealable denial of the Joint Venture's application\nfor a casino license for the Facility or, after issuance, the final and\nnon-appealable revocation of such license;\n\n     (h) the death, withdrawal, bankruptcy or dissolution of a Venturer, or the\noccurrence of any event that terminates a Venturer's continued interest in the\nJoint Venture or causes a Transfer of such interest by operation of law, unless\nwithin 90 days after such event one or more new Venturers is admitted pursuant\nto Section 11.2 or 13.2 hereof;\n\n\n                                      -55-\n\n\n     (i) the failure of the Commencement of Construction of the Facility to\noccur on or before December 31, 2010; or\n\n     (j) the occurrence or failure to occur of any other event, as a result of\nwhich it is or becomes unlawful or impossible to carry on the business of the\nJoint Venture.\n\n     Section 13.2 VENTURERS' CONSENT TO CONTINUE BUSINESS. Upon the occurrence\nof an event described in Section 13.1 which may cause the dissolution of the\nJoint Venture, or subsequent discovery of the occurrence of such an event, the\nManaging Venturer shall immediately notify each of the remaining Venturers of\nthe occurrence of the event, and each of the remaining Venturers shall notify\nthe Managing Venturer whether or not it consents to continue the business of the\nJoint Venture. If all of the remaining Venturers consent to continue the Joint\nVenture's business, and there are at least two remaining Venturers, the Joint\nVenture shall not be dissolved and the remaining Venturers shall continue the\nJoint Venture's business. If there is only one remaining Venturer and it\nconsents to continue the Joint Venture's business, such Venturer shall have the\nabsolute right, notwithstanding any contrary provision of this Agreement (but\nsubject to applicable law) to Transfer a portion of its Interest to a transferee\n(who may be an Affiliate of such Venturer) and to unilaterally admit such\ntransferee as a new Venturer in the Joint Venture, so that such two Venturers\nmay continue the Joint Venture's business.\n\n     Section 13.3 DISSOLUTION AND LIQUIDATION. Upon the occurrence of an event\nof dissolution described in Section 13.1, if the business of the Joint Venture\nis not continued by the remaining Venturers pursuant to Section 13.2, the Joint\nVenture shall continue solely for the purpose of winding up its affairs in an\norderly manner, liquidating its assets and satisfying the claims of its\ncreditors and Venturers and no Venturer shall take any action that is\ninconsistent with, or not necessary to or appropriate for, winding up the Joint\nVenture's business and affairs. To the extent not inconsistent with the\nforegoing, all covenants and obligations set forth in this Agreement shall\ncontinue in effect until such time as the Joint Venture's assets have been\ndistributed pursuant to this Section 13.3 and the Joint Venture has been\nliquidated. The Managing Venturer shall be responsible for overseeing the\nwinding up and liquidation of the Joint Venture, shall take full account of the\nJoint Venture's liabilities and assets, shall cause the assets to be liquidated\nas promptly as is consistent with obtaining the fair market value thereof and\nshall cause the proceeds therefrom, to the extent sufficient therefor, to be\napplied and distributed in the following order:\n\n     (a) first, to the payment and discharge of all of the Joint Venture's debts\nand liabilities to creditors other than Venturers, in the order of priority\nprovided by law;\n\n     (b) second, to the payment and discharge of all of the Joint Venture's\ndebts and liabilities to Venturers, other than liabilities for distributions to\nwhich Venturers are entitled in their capacities as Venturers pursuant to\nArticle 6 hereof;\n\n     (c) third, to the establishment of any reserves that may reasonably be\ndeemed necessary by the Managing Venturer to meet any contingent or unforeseen\nliabilities or obligations of the Joint \n\n                                      -56-\n\n\n\nVenture not covered by insurance. Any such reserve shall be deposited in a bank\nor other financial institution. All or any portion of such reserve no longer\nneeded for the purpose for which it was established shall be distributed as\npromptly as practicable in accordance with Section 13.3(d) or 13.3(e), as\nappropriate;\n\n     (d) fourth, to the Venturers in accordance with the positive balances in\ntheir respective Capital Accounts; and\n\n     (e) fifth, to the Venturers in accordance with their respective Interests.\n\n     The Managing Venturer shall not receive any compensation for any services\nperformed pursuant to this Section 13.3 but shall be entitled to reimbursement\nfor all out-of-pocket costs and expenses reasonably incurred in connection\ntherewith.\n\n     Any gains or losses on the disposition of assets of the Joint Venture in\nthe process of liquidation shall be credited or charged to the Venturers in\naccordance with Article 5 hereof. Any property distributed in kind in the\nliquidation shall be valued by agreement of the Venturers and the Capital\nAccounts of the Venturers shall be adjusted to reflect the amount of Profits or\nLosses that would have been recognized by the Joint Venture had such property\nbeen sold for such value immediately before such distribution.\n\n     In the event that any Venturer has a negative balance in its Capital\nAccount after the liquidation of all of the Joint Venture's assets, such\nVenturer shall contribute to the Joint Venture cash in an amount sufficient to\neliminate such negative balance.\n\n     Section 13.4 NOTICE OF DISSOLUTION. Upon the occurrence of an event of\ndissolution described in Section 13.1, if the business of the Joint Venture is\nnot continued by the remaining Venturers pursuant to Section 13.2, the Managing\nVenturer shall, within 30 days thereafter (i) provide written notice thereof to\neach of the Venturers and to all other persons with whom the Joint Venture\nregularly conducts business (as determined in the discretion of the Managing\nVenturer) and (ii) publish notice of such dissolution in a newspaper of general\ncirculation in each place in which the Joint Venture conducts business.\n\n\n                                   ARTICLE 14\n\n                            MISCELLANEOUS PROVISIONS\n\n     Section 14.1 WAIVER OF PARTITION AND COVENANT NOT TO WITHDRAW. Each\nVenturer covenants and agrees that the Venturers have entered into this\nAgreement based on the mutual expectation that both Venturers will continue as\nVenturers and carry out the duties and obligations undertaken by them hereunder\nand, except as otherwise expressly required or permitted by this Agreement or\napproved by each of the Venturers, each Venturer covenants and agrees not to (i)\ntake any action to\n\n                                      -57-\n\n\n\nrequire partition or to compel any sale with respect to its Interest, (ii) take\nany action to file a certificate of dissolution or its equivalent with respect\nto itself, (iii) take any action that would cause an Event of Bankruptcy of such\nVenturer, (iv) withdraw or resign, or attempt to do so, from the Joint Venture,\n(v) exercise any power under the Act to dissolve the Joint Venture, (vi) except\nas permitted herein, transfer all or any portion of its Interest, (vii) petition\nfor judicial dissolution of the Joint Venture or (viii) demand a return of its\ncapital contributions. Upon any breach of this Section 14.1 by any Venturer, the\nother Venturer (in addition to all rights and remedies it may have under this\nAgreement, at law or in equity) shall be entitled to a decree or order from a\ncourt of competent jurisdiction restraining and enjoining such application,\naction or proceeding.\n\n     Section 14.2 NOTICES. Unless otherwise provided herein, all notices or\nother communications required or permitted by this Agreement shall be in writing\nand shall be deemed to have been duly given on the date of delivery if delivered\npersonally to the Party to whom notice is given, on the next business day if\nsent by confirmed facsimile transmission or on the date of actual delivery if\nsent by overnight commercial courier or by first-class mail, registered or\ncertified, with postage prepaid and properly addressed to the Party at its\naddress set forth below, or at any other address that any Party may from time to\ntime designate by written notice to the others:\n\n     If to MR Sub:\n\n         MAC, CORP.\n         c\/o MGM MIRAGE\n         3600 Las Vegas Boulevard South\n         Las Vegas, Nevada 89109\n         Attention:  General Counsel\n         Facsimile: (702) 693-7628\n\n     If to MRI:\n\n         MIRAGE RESORTS, INCORPORATED\n         c\/o MGM MIRAGE\n         3600 Las Vegas Boulevard South\n         Las Vegas, Nevada 89109\n         Attention:  General Counsel\n         Facsimile: (702) 693-7628\n\n                                      -58-\n\n\n\n     If to Boyd Sub:\n\n         BOYD ATLANTIC CITY, INC.\n         c\/o Boyd Gaming Corporation\n         2950 Industrial Road\n         Las Vegas, Nevada  89109-1150\n         Attention:  General Counsel\n         Facsimile:  (702) 792-7335\n\n     If to Boyd:\n\n         BOYD GAMING CORPORATION\n         2950 Industrial Road\n         Las Vegas, Nevada  89109-1150\n         Attention:  General Counsel\n         Facsimile:  (702) 792-7335\n\n     Section 14.3 AMENDMENTS. The provisions of this Agreement may not be\nwaived, amended or repealed, in whole or in part, by any of the Parties hereto,\nexcept with the written consent of each of the Parties hereto.\n\n     Section 14.4 SUCCESSORS AND ASSIGNS. This Agreement shall be binding on,\nand inure to the benefit of, the Parties hereto and their respective heirs,\nlegal representatives, successors and permitted transferees and assigns.\n\n     Section 14.5 TIME. Time is of the essence with respect to this Agreement\nand each and every provision hereof.\n\n     Section 14.6 SEVERABILITY. Each provision of this Agreement is intended to\nbe severable. If any term or provision hereof is held to be illegal or invalid\nfor any reason, such illegality or invalidity shall not affect the legality or\nvalidity of the remainder of this Agreement.\n\n     Section 14.7 COUNTERPARTS. This Agreement may be executed in one or more\ncounterparts, each of which shall be deemed an original, but all of which\ntogether shall constitute one and the same instrument.\n\n     Section 14.8 ATTORNEYS' FEES. Except as otherwise provided in this\nAgreement, each of the Parties shall bear its own legal fees and expenses in\nconnection with the negotiation, execution and performance of this Agreement.\nBoyd and Boyd Sub acknowledge that various legal and administrative proceedings\nare pending in federal and state courts in New Jersey and before the NJDEP\nchallenging the construction of the Connector and agree that if they are named\nas parties in any such proceeding or in any future proceeding relating to the\nDevelopment Agreement, the Parcel or the Connector, they shall bear their own\nlegal fees and expenses in connection therewith. The\n\n                                      -59-\n\n\n\nJoint Venture shall bear all legal fees and expenses in connection with any\nproceeding in which the Joint Venture is named as a party. Should any action or\nproceeding be commenced (including without limitation any proceeding in\nbankruptcy) by any of the Parties to enforce any of the terms of this Agreement\nor that in any other way pertains to Joint Venture affairs or this Agreement,\nthe prevailing Party or Parties in such action or proceeding (as determined by\nthe presiding official(s)) shall be entitled to receive from the opposing Party\nor Parties the prevailing Party's reasonable costs and attorneys' fees incurred\nin investigating, prosecuting, defending or appearing in any such action or\nproceeding.\n\n     Section 14.9 ENTIRE AGREEMENT. This Agreement constitutes the complete and\nexclusive statement of the agreement among the Parties. This Agreement\nsupersedes all prior negotiations, understandings and agreements of the parties,\nwritten or oral, with respect to the subject matter hereof, including without\nlimitation the Amended and Restated Agreement.\n\n     Section 14.10 FURTHER ASSURANCES. Each of the Parties agrees to perform any\nfurther acts and execute, acknowledge and deliver any documents or instruments\nwhich may be reasonably necessary or appropriate to carry out the provisions of\nthis Agreement and to satisfy the conditions to the obligations of the Parties\nhereunder.\n\n     Section 14.11 HEADINGS; INTERPRETATION. Article and section headings\ncontained in this Agreement are for convenience of reference only and shall not\nbe deemed a part of this Agreement or have any legal effect. All provisions of\nthis Agreement shall be construed to further the interests and business of the\nJoint Venture. The Parties agree to cooperate with one another in all respects\nin order to effect the purposes of and carry out the business activities of the\nJoint Venture, as more particularly set forth herein.\n\n     Section 14.12 EXHIBITS. Each of the Exhibits referred to herein and\nattached hereto is hereby incorporated by reference and made a part hereof for\nall purposes. Unless the context otherwise expressly requires, any reference to\n\"this Agreement\" shall mean and include all such Exhibits.\n\n     Section 14.13 APPROVALS AND CONSENTS. Whenever the approval or consent of\na Venturer or any of the Parties is required by this Agreement, such Venturer or\nParty shall have the right to give or withhold such approval or consent in its\nsole and unfettered discretion, unless otherwise expressly provided herein.\n\n     Section 14.14 ESTOPPELS. Each of the Parties shall, upon the written\nrequest of any other Party, promptly execute and deliver to the other Parties a\nstatement certifying that this Agreement is unmodified and in full force and\neffect (or, if modified, the nature of the modification) and whether or not\nthere are, to such Party's knowledge, any uncured defaults on the part of the\nother Party or Parties, specifying such defaults if any exist. Any such\nstatement may be relied upon by third parties.\n\n                                      -60-\n\n\n\n     Section 14.15 COMPLIANCE WITH LAWS AND CONTRACTUAL OBLIGATIONS. Each of\nthe Parties shall at all times act in accordance with all applicable laws and\nregulations and shall indemnify and hold the other Parties (including their\nrespective directors, officers, employees, Affiliates, successors and assigns)\nharmless for, from and against any and all claims, losses, damages, liabilities\nand costs, including without limitation, reasonable attorneys' fees (which shall\nbe reimbursed as incurred), arising out of or relating to any breach of such\nlaws or regulations. The Joint Venture will at all times comply with all legal\nand contractual obligations and requirements applicable to the acquisition or\ndevelopment of the Property and the operation of the Facility, including without\nlimitation those relating to the employment of economically disadvantaged\npersons and City residents, contained in the Development Agreement, and with all\napplicable federal, state and local statutes, ordinances and regulations.\n\n     Section 14.16 REMEDIES CUMULATIVE. Each right, power and remedy provided\nfor in this Agreement or now or hereafter existing at law, in equity, by statute\nor otherwise shall be cumulative and concurrent and shall be in addition to\nevery other right, power or remedy provided for in this Agreement or now or\nhereafter existing at law, in equity, by statute or otherwise, and the exercise\nby any Party of any one or more of such rights, powers or remedies shall not\npreclude the simultaneous or later exercise by such Party of any or all of such\nother rights, powers or remedies.\n\n     Section 14.17 WAIVER. No consent or waiver, express or implied, by any\nParty to or of any breach or default by any other Party in the performance of\nobligations under this Agreement shall be deemed or construed to be a consent or\nwaiver to or of any other breach or default in the performance by such Party.\nFailure on the part of any Party to complain of any act or failure to act by any\nother party or to declare any other party in default, irrespective of how long\nsuch failure continues, shall not constitute a waiver by any Party of its rights\nunder this Agreement.\n\n     Section 14.18 GAMING LICENSING MATTERS. The Parties shall provide all\nreasonable cooperation with any investigation by any gaming authority having\njurisdiction over any Party or any Affiliate of any Party. Each Venturer shall\ncause any transferee of any portion of its Interest likewise to so cooperate.\nEach Party agrees that it shall not take any action or omit to take any action\nthat would have the effect of adversely affecting any gaming license, approval\nor permit held by any Venturer. MR Sub and its Affiliates shall cooperate with\nBoyd and its Affiliates, to the extent reasonably necessary, in connection with\nany review of this Agreement by the New Jersey Gaming Authorities, and the\nParties shall execute and deliver any further documents or instruments,\nincluding amendments to this Agreement, as the New Jersey Gaming Authorities may\nreasonably require and which do not alter the terms of this Agreement in a\nmanner unfavorable to any of the Parties in their sole discretion. Each Party\nacknowledges that monetary damages alone would not be adequate compensation for\na breach of this Section 14.18 and the Parties agree that a non-breaching Party\nshall be entitled to seek a decree or order from a court of competent\njurisdiction for specific performance to restrain a breach or threatened breach\nof this Section 14.18 or to require compliance by a Party with this Section\n14.18.\n\n                                      -61-\n\n\n\n     Section 14.19 LIQUIDATED DAMAGES. The provisions of Section 3.5 hereof,\nwhich in certain circumstances could result in the reduction of a Venturer's\nInterest, constitute an agreement by the Parties upon a liquidated amount as to\nthe damages sustained by the other Parties upon the failure of a Venturer to\ncontribute to the capital of the Joint Venture. Each Venturer acknowledges that\nthe amount of damages sustained by the Venturers in the event of such a failure\nis not readily ascertainable and that the provisions of Section 3.5 hereof\nestablishing such liquidated amount are reasonable under the circumstances\nexisting at the time of the execution of this Agreement and, to the extent\npermitted by law, each Venturer waives any and all rights of any nature\nwhatsoever to challenge the reasonableness of such provisions as of the date of\nthis Agreement. In the event that the non-defaulting Venturer contributes the\nfull amount of capital that the Defaulting Venturer shall have failed to\ncontribute, the reduction in the Defaulting Venturer's Interest shall be the\nsole measure of damages resulting from the occurrence of such a failure. If the\nnon-defaulting Venturer does not contribute the full amount of the deficit, the\nJoint Venture and the non-defaulting Venturer shall have all other rights and\nremedies that may be available under this Agreement, at law or in equity against\nthe Defaulting Venturer with respect to the portion of the deficit not\ncontributed by the non-defaulting Venturer.\n\n     Section 14.20 GOVERNING LAW AND CHOICE OF FORUM. This Agreement shall be\ngoverned by and construed in accordance with the laws of the State of New\nJersey, excluding its conflict of law principles. In the event of any litigation\nbetween the Parties concerning or arising out of this Agreement, the Parties\nhereby consent to the exclusive jurisdiction of the federal and state courts in\nNew Jersey.\n\n     Section 14.21 JOINT ACCESS. MRI agrees that there shall be a physical\npublic connection or transportation link between the Facility and the MRI Casino\nProject (if the same is constructed), which connection or link shall be subject\nto the reasonable approval of Boyd Sub. The Joint Venture shall pay its\nequitable share of all costs and expenses relating to the design, engineering,\nconstruction, operation, maintenance and repair of such physical public\nconnection or transportation link, including the Joint Venture's equitable share\nof any people mover system, but only if such people mover system includes a\nstation or stop constructed upon the Property and such station or stop is\napproved by Boyd Sub.\n\n     Section 14.22 MEMORANDUM OF AGREEMENT. The Parties hereby consent to the\nrecordation of a memorandum of agreement (the \"Memorandum of Agreement\")\npromptly following contribution of the Property by MR Sub to the Joint Venture\npursuant to Section 3.2(a) hereof, which Memorandum of Agreement shall be in\nform and substance reasonably acceptable to each of Boyd Sub and MR Sub. Without\nlimiting the foregoing, the Memorandum of Agreement will specifically reference\nthe Initial Master Plan Improvements and Government Improvements to be\nconstructed by MRI and its Affiliates upon the Parcel and the Employee Parking\nLease. Upon the earlier of (a) the substantial completion of all of the Initial\nMaster Plan Improvements described on EXHIBIT C-2; or (b) the dissolution of the\nJoint Venture in accordance with the terms hereof, the Managing Venturer shall\nexecute a release of the Memorandum of Agreement in recordable form and shall\ncause such release to be recorded in the official records of the County. \n\n                                      -62-\n\n\n\n     Section 14.23 SURVIVAL OF INDEMNIFICATION OBLIGATIONS. Each and every\nindemnification obligation of any one or more of the Parties hereto shall\nexpressly survive the termination of this Agreement and the dissolution of the\nJoint Venture.\n\n     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date\nfirst above written.\n\n                              MAC, CORP., a New Jersey corporation\n\n                              By:  \/s\/ JOHN REDMOND\n                                 ---------------------------------------\n                              Its:   Chairman of the Board\n                                   -------------------------------------\n\n                              Boyd Atlantic City, Inc., a New Jersey corporation\n\n                              By:  \/s\/ ROBERT L. BOUGHNER\n                                 ---------------------------------------\n                              Its:  Vice President &amp; Secretary\n                                  --------------------------------------\n\n                              Mirage Resorts, Incorporated hereby agrees to\n                              all of its obligations specified in the foregoing\n                              Agreement.\n\n                              Mirage Resorts, Incorporated, a Nevada corporation\n\n                              By:  \/s\/ ROBERT H. BALDWIN\n                                 ----------------------------------------\n                              Its:  President and CEO\n                                  ---------------------------------------\n\n                              Boyd Gaming Corporation hereby agrees to all of\n                              its obligations specified in the foregoing\n                              Agreement.\n\n                              Boyd Gaming Corporation, a Nevada corporation\n\n                              By:  \/s\/ ROBERT L. BOUGHNER\n                                 ----------------------------------------\n                              Its:  Senior Executive Vice President &amp; COO\n                                  ---------------------------------------\n\n\n                                      -63-\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6938,8212],"corporate_contracts_industries":[9532,9530],"corporate_contracts_types":[9613,9617],"class_list":["post-42410","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-boyd-gaming-corp","corporate_contracts_companies-mgm-mirage-inc","corporate_contracts_industries-travel__services","corporate_contracts_industries-travel__lodging","corporate_contracts_types-operations","corporate_contracts_types-operations__jv"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/42410","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=42410"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42410"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42410"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42410"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}