FIRST AMENDMENT TO AMENDED AND RESTATED
JOINT VENTURE AGREEMENT
THIS FIRST AMENDMENT TO AMENDED AND RESTATED JOINT VENTURE
AGREEMENT (the "First Amendment") is made as of the 10th day of
September, 1998, by and between MAC, CORP. ("MR Sub"), a New Jersey
corporation which is a wholly owned subsidiary of Mirage Resorts,
Incorporated, a Nevada corporation ("MRI"), and Xxxx Atlantic City,
Inc. ("Xxxx Sub"), a New Jersey corporation which is a wholly owned
subsidiary of Xxxx Gaming Corporation, a Nevada corporation ("Xxxx")
(MR Sub and Xxxx Sub are hereinafter referred to individually as a
"Venturer" and collectively as the "Venturers"). MRI, Atlandia Design
and Furnishings, Inc., a New Jersey corporation ("Atlandia") and Xxxx
are also parties to this First Amendment solely for the specific
purpose of consenting to the change in the name of the Joint Venture,
as hereinafter provided.
RECITALS:
A. The parties hereto previously entered into that certain
Amended and Restated Joint Venture Agreement of Stardust A.C.,
dated as of July 14, 1998 (the "Joint Venture Agreement"); and
B. The parties now wish to modify and amend the Joint Venture
Agreement to change the name of the Joint Venture, as more particu-
larly provided herein.
AGREEMENT:
1. Defined Terms. Unless otherwise defined herein, all
capitalized terms used in this First Amendment shall have the
meanings ascribed to such terms in the Joint Venture
Agreement.
2. Name of Joint Venture. Section 1.2 of the Joint Venture
Agreement is hereby amended to provide that the name of the
Joint Venture shall be Marina District Development Company,
and all business of the Joint Venture shall be conducted
solely in such name or in such other name or names as the
Venturers may mutually determine.
3. Intellectual Property. Section 8.2 of the Joint Venture
Agreement is hereby modified and amended to delete all refer-
ences to the use of the name "Stardust" by the Joint Venture
and to eliminate any requirement of Xxxx to enter into a
license agreement with the Joint Venture for the use of the
"Stardust" name.
EXHIBIT 10.81
4. Full Force and Effect. Except as hereby modified and
amended, all of the terms and provisions of the Joint Venture
Agreement shall remain in full force and effect.
5. Counterparts. This First Amendment may be executed in
any number of counterparts, each of which shall constitute an
original, but all of which shall constitute one and the same
instrument.
IN WITNESS WHEREOF, the parties have executed this First
Amendment as of the date first above written.
MAC, CORP., a New Jersey
corporation
By: XXXXX X. XXXXX
--------------------------
Its: Vice President/Assistant
Secretary
Xxxx Atlantic City, Inc., a
New Jersey corporation
By: XXXXX X. XXXXXX
--------------------------
Its: Vice President
Mirage Resorts, Incorporated, a
Nevada corporation
By: XXXXX X. XXXXX
---------------------------
Its: Vice President/General
Counsel
Atlandia Design and Furnishings,
Inc., a New Jersey corporation
By: XXXXX X. XXXXX
---------------------------
Its: Secretary
Xxxx Gaming Corporation, a Nevada
corporation
By: XXXXX X. XXXXXX
---------------------------
Its: Senior Vice President
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