Credit Agreement - Lender Joinder Agreement - Boyd Gaming Corp.


LENDER JOINDER AGREEMENT

November 2, 2011

To:

Boyd Gaming Corporation

3883 Howard Hughes Parkway, 9th Floor

Las Vegas, Nevada 89169

Attention: Josh Hirsberg

Brian A. Larson, Esq.

To:

Bank of America, N.A.,

as the Administrative Agent

Mail Code: TX1-492-14-11

901 Main Street, 14th Floor

Dallas, Texas 75202-3714

Attention: Maurice Washington, Vice President

Gentlemen and Ladies:

We refer to the Second Amended and Restated Credit Agreement, dated as of December 17, 2010 (together with all amendments and other modifications, if any, from time to time thereafter made thereto, the "Credit Agreement"), among Boyd Gaming Corporation, a Nevada corporation (the "Borrower"), the various financial institutions (the "Lenders") as are, or shall from time to time become, parties thereto, Bank of America, N.A., as administrative agent (the "Administrative Agent") for the Lenders and L/C Issuer, and Wells Fargo Bank, National Association, as Swing Line Lender. Unless otherwise defined herein or the context otherwise requires, terms used herein have the meanings provided in the Credit Agreement.

1. Pursuant to Section 2.14 of the Credit Agreement, Borrower has requested term loans (collectively, the "Increased Term Loan") in the aggregate amount of $350,000,000. The Administrative Agent has approved the Borrower's request and the Borrower will issue a promissory note in the principal amount of $350,000,000 in favor of the undersigned (the "Increasing Lender") (such promissory note, the "Increased Term Note") in substantially the form of Exhibit A attached hereto. The Increased Term Note will be a Term Note for purposes of the Credit Agreement and will be subject to all terms and conditions of the Credit Agreement.

2. The Increasing Lender hereby agrees, subject to satisfaction of the conditions precedent set forth in Section 4.02 of the Credit Agreement, to make the Increased Term Loan to the Borrower in the amount (the "Increased Term Commitment") set forth opposite the Increasing Lender's name on Schedule I attached hereto on November 10, 2011 (the date the Increased Term Loan is funded, the "Increase Effective Date"); provided, that the Increasing Lender and the Borrower hereby agree that the Increased Term Loan shall be funded with 2% of original issue discount. The Increasing Lender hereby acknowledges and confirms that it has received a copy of the Credit Agreement (including the schedules and exhibits thereto) and each other Loan Document. The Increasing Lender acknowledges that it has made its own independent investigation and credit evaluation of the Borrower in connection with entering into this Lender Joinder Agreement (this "Agreement").

3. Concurrently with the execution and delivery of this Agreement, the Borrower is delivering to the Administrative Agent:


(i)the Increased Term Note dated as of the Increase Effective Date; and

(ii)a certificate of a Responsible Officer of the Borrower:

(A) stating that each Loan Party has received all consents, licenses and approvals required in connection with the execution, delivery and performance by each Loan Party and the validity against each Loan Party of the Loan Documents to which it is a party, that such consents, licenses and approvals are in full force and effect, or that no such consents, licenses or approvals are required;

(B) certifying and attaching the resolutions adopted by the Borrower approving or consenting to the execution, delivery and performance by the Borrower of this Agreement and the Increased Term Note; and

(C) certifying that, before and after giving effect to this Agreement and the transactions contemplated hereby, (x) the representations and warranties contained in Article V of the Credit Agreement and in the other Loan Documents are true and correct on and as of the date hereof, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that the representations and warranties contained in subsections (a) and (b) of Section 5.05 of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01 of the Credit Agreement, and (y) no Default exists.

4. The Borrower hereby agrees to deliver to the Administrative Agent, by not later than 11:00 a.m. on November 3, 2011, a notice from the Borrower of the termination in full of the Class B Revolving Commitments on the Increase Effective Date pursuant to Section 2.06 of the Credit Agreement, (the "Notice of Termination of Class B Revolving Commitments") and a notice from the Borrower of the repayment in full on the Increase Effective Date of the Class B Revolving Loans pursuant to Sections 2.01(c)(ii) and 2.01(c)(iv) of the Credit Agreement, in each case, subject only to receipt of the Increased Term Loan.

5. Borrower hereby represents and warrants to the Increasing Lender that since December 31, 2009, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.

6. On or before the Increase Effective Date, Borrower shall pay to the Increasing Lender any fees and expenses (including, without limitation, any upfront fees to the Increasing Lender) required to be paid.

7. Subject to the provisions of Section 2.08(b) of the Credit Agreement, (i) at any time and to the extent that the Increased Term Loan is a Eurodollar Rate Loan, the Increased Term Loan shall bear interest on the outstanding principal amount thereof for each Interest Period at a rate per annum equal to the Effective Eurodollar Rate (as defined below) for such Interest Period plus 4.75% and (ii) at any time and to the extent that the Increased Term Loan is a Base Rate Committed Loan, the Increased Term Loan shall bear interest on the outstanding principal amount thereof at a rate per annum equal to the Base Rate for such Interest Period plus 3.75%; provided, that for purposes of calculating the Base Rate in connection with the Increased Term Loan, clause (c) of the definition of "Base Rate" shall be deemed to refer to the Effective Eurodollar Rate. "Effective Eurodollar Rate" means, for any Interest Period with respect to the Increased Term Loan, the greater of (x) the Eurodollar Rate in effect for such Interest Period and (y) 1.25%.

8. The Borrower shall (i) make repayments of the Increased Term Loan on the last Business


Day of each fiscal quarter of the Borrower commencing with the fiscal quarter of the Borrower ending March 31, 2012 in an amount equal to 1.25% of the original principal amount of the Increased Term Loan and (ii) repay the remaining outstanding principal amount of the Increased Term Loan on the Class A Maturity Date.

9. All payments of principal and interest shall be made to the Administrative Agent for the account of the Increasing Lender in Dollars in immediately available funds at the Administrative Agent's Office in accordance with the Credit Agreement; provided that, notwithstanding the first sentence of Section 2.05(a) of the Credit Agreement, in the event of a full or partial prepayment of the Increased Term Loan during the first year after the Increase Effective Date through the issuance of any Indebtedness having a lower interest rate than the interest rate payable under the Increased Term Note, such prepayment shall include a premium in an amount equal to 1.00% of the principal amount so prepaid.

10. Pursuant to Section 10.07(b)(iii) of the Credit Agreement, each of the Borrower and the Administrative Agent hereby consents to the assignment by the Increasing Lender of any portion of the Increased Term Loan to the Persons set forth on Schedule II attached hereto or to any Affiliates or Approved Funds of any such Persons on the Increase Effective Date or within thirty Business Days thereafter. Upon request by an assignee Lender, Borrower shall execute and deliver a Note to such assignee Lender (each such Note, an "Assignee Lender Note"). Each Assignee Lender Note shall be subject to the terms set forth in Sections 6, 7, and 8 of this Agreement.

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

12. This Agreement is a Loan Document.

13. This Agreement, together with the other Loan Documents, comprises the complete and integrated agreement of the parties on the subject matter hereof and thereof and supersedes all prior agreements, written or oral, on such subject matter. This Agreement may be amended or modified only in writing signed by each party hereto.

14. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Nevada applicable to agreements made and to be performed entirely within such State; provided that the Administrative Agent and each Lender shall retain all rights arising under federal law.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.

BOYD GAMING CORPORATION

By: /s/ Josh Hirsberg

Name: Josh Hirsberg

Title: Senior Vice President, Treasurer and Chief Financial Officer

BANK OF AMERICA, N.A., as Administrative Agent

By: /s/ Maurice Washington

Name: Maurice Washington

Title: Vice President

BANK OF AMERICA, N.A., as the Increasing Lender

By: /s/ Justin Lien

Name: Justin Lien

Title: Director


Schedule I

Increasing Lender

Increased Term Loan Amount

Bank of America, N.A.

$350,000,000

Total:

$350,000,000


Schedule II

Acceptable Assignees

GSO Capital / Blackstone Group

Pacific Investment Management Company

CS Alternative Capital (CSAM)

Blackrock Financial Management

Apollo Management

Guggenheim Investment Partners

ING Investments, LLC

Invesco Floating Rate Funds, Inc

Oak Hill Advisors, Inc.

ONEX Credit Partners

ABRY Partners, LLC

Babson Capital Management

Carlyle High Yield Partners LP

Crescent Capital Group LP (fka TCW)

Fraser Sullivan Investment Management LLC

H2 Capital Partners

Mackay Shields

Octagon Credit Investors

SEIX Advisors

BlueMountain Capital

Neuberger Berman

Oaktree Capital

Symphony

Halcyon Asset Management LLC

Lord Abbett & Co LLC

Lyon Capital Management LLC (LCM)

Apidos Capital Management

Deutsche Asset Management (aka DB Advisors)

Guardian Life Insurance Co LLP, The

Liberty Mutual Insurance Company

Nomura HY

PineBridge Investments (fna. AIG Inc)

Pioneer Investments

Post Advisory

Citibank Alternative Investment Strategies

Franklin Floating Rate Trust

Golub Capital

Wells Fargo Principal Investing

Canyon Capital Advisors LLC

Loews Corp

Newfleet (Hartford)

Phoenix/Goodwin

PPM America

Stone Harbor Investment

Banc of America Securities LLC

Aegon USA Investment Management


Aladdin Capital

Aladdin Credit Partners LLC (Restructuring)

American Money Management (aka American Financial))

GE Capital

Mackay Shields - Pareto

McDonnell Investment Management, LLC

Solus Alternative Asset Management

Stone Point Capital (Sound Point) LLC

Beach Point Capital

Black Diamond Capital Management LLC

DA Capital

Hartford Investment Management Company

Highland Capital Management LP

MFS Investment Management

Peoples Bank (Mississippi)

Saratoga Partners LP

West Gate Horizons Advisors

Whitehorse Capital

Loomis Sayles


Exhibit A

Form of Increased Term Note

FORM OF INCREASED TERM NOTE

______________, 20__

FOR VALUE RECEIVED, the undersigned (the "Borrower") hereby promises to pay to _____________________ or registered assigns (the "Lender"), in accordance with the provisions of the Agreement (as hereinafter defined), the principal amount of $_______________, representing an Increased Term Loan (the "Loan") made by the Lender to the Borrower under that certain Second Amended and Restated Credit Agreement, dated as of December 17, 2010 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the "Agreement"; the terms defined therein being used herein as therein defined), among the Borrower, the Lenders from time to time party thereto, Bank of America, N.A. ("BOA"), as administrative agent (the "Administrative Agent") for the Lenders and L/C Issuer, and Wells Fargo Bank, National Association, as Swing Line Lender.

The Borrower promises to pay interest on the unpaid principal amount of the Loan from the date of the Loan until such principal amount is paid in full at such times as provided in the Agreement. The Loan shall bear interest on the outstanding principal amount thereof at the rate per annum set forth in that certain Lender Joinder Agreement, dated as of November 2, 2011 (as amended, restated, supplemented or otherwise modified from time to time, the "Lender Joinder Agreement"), by and among the Borrower, the Administrative Agent, and BOA, as the Increasing Lender.

The Borrower shall repay the Loan on the dates set forth in the Lender Joinder Agreement.

All payments of principal and interest shall be made to the Administrative Agent for the account of the Lender in Dollars in immediately available funds at the Administrative Agent's Office in accordance with the Agreement and the Lender Joinder Agreement. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Agreement.

This Increased Term Note (this "Note") is one of the Term Notes referred to in the Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. This Note is also entitled to the benefits of the Guaranty and is secured by the Collateral. Upon the occurrence and continuation of one or more of the Events of Default specified in the Agreement, all amounts then remaining unpaid on this Note may become, or may be declared to be, immediately due and payable all as provided in the Agreement. The Loan shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this Note and endorse thereon the date, amount and maturity of the Loan and payments with respect thereto.

The Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Note.


THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEVADA.

BOYD GAMING CORPORATION

By:

Name:

Title:


INCREASED TERM LOAN AND PAYMENTS WITH RESPECT THERETO

Date

Type of Loan Made

Amount of Loan Made

End of Interest Period

Amount of Principal or Interest Paid This Date

Outstanding Principal Balance This Date

Notation Made By

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