Exhibit 10.2
EXECUTION VERSION
AMENDMENT NO. 1 TO THE TRANSITION SERVICES
AGREEMENT
THIS AMENDMENT NO. 1 TO THE
TRANSITION SERVICES AGREEMENT (the “Agreement”), dated
as of October 24, 2003, is by and between MGM MIRAGE, a
Delaware corporation (“Parent”), and Poster Financial
Group, Inc., a Nevada corporation (“Purchaser”),
subject to the provisions of Section 8 of the Agreement, and
is dated as of December 15, 2003 (this
“Amendment”).
WHEREAS, capitalized terms used but
not defined in this Amendment shall have the meanings ascribed
thereto in the Agreement; and
WHEREAS, the parties to the
Agreement desire to amend the terms of the Agreement in accordance
with Section 11.8 of the Agreement as set forth in this
Amendment.
NOW, THEREFORE, in consideration of
the foregoing and the respective covenants, obligations and
agreements set forth below, the parties to this Amendment hereby
agree as follows:
1.
The last paragraph of Race and
Sports Book Transition Services set forth on Schedule A to the
Agreement which relates to the sale of CBS writer terminals from
each of GNLV and GNL to Mirage shall be deleted in its entirety and
have no force or effect.
2.
This Amendment shall be governed and
construed in accordance with the Laws applicable to contracts made
and to be performed entirely in Nevada, without regard to any
applicable conflicts of Law, except to the extent the mandatory
provisions of the Gaming Laws apply.
3.
Each of the parties irrevocably
submits to the exclusive jurisdiction of the United States District
Court for the District of Nevada or any court of the State of
Nevada located in Clark County in any action, suit or proceeding
arising out of or relating to this Amendment or any of the
transactions contemplated hereby, and agrees that any such action,
suit or proceeding shall be brought only in such court;
provided , however , that such consent to
jurisdiction is solely for the purpose referred to in this
paragraph and shall not be deemed to be a general submission to the
jurisdiction of said courts or in the State of Nevada other than
for such purpose. Each of the parties hereby irrevocably
waives, to the fullest extent permitted by Law, any objection that
it may now or hereafter have to the laying of the venue of any such
action, suit or proceeding brought in such a court. Each of
the parties further irrevocably waives and agrees not to plead or
claim that
