Boyd Gaming Corp Sample Contracts

1 EXHIBIT 10.55 FIRST AMENDMENT TO PURCHASE AGREEMENT THIS FIRST AMENDMENT TO PURCHASE AGREEMENT (the "First Amendment") dated as of September 9, 1997, is executed by and among Boyd Kenner, Inc., a Louisiana corporation ("BKI"), Boyd Louisiana,...
Purchase Agreement • September 15th, 1997 • Boyd Gaming Corp • Services-miscellaneous amusement & recreation
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INDENTURE
Indenture • September 15th, 1997 • Boyd Gaming Corp • Services-miscellaneous amusement & recreation • New York
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Merger Agreement • February 12th, 2004 • Boyd Gaming Corp • Services-miscellaneous amusement & recreation • Nevada
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BOYD GAMING CORPORATION AND THE GUARANTORS NAMED HEREIN 6.000% SENIOR NOTES DUE 2026 INDENTURE Dated as of June 25, 2018 WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee
Indenture • June 25th, 2018 • Boyd Gaming Corp • Hotels & motels • New York

INDENTURE dated as of June 25, 2018 by and among Boyd Gaming Corporation, a Nevada corporation (including any and all successors thereto, the “Company”), the Guarantors (as defined herein) and Wilmington Trust, National Association, as trustee (the “Trustee”).

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Exhibit 4.7 REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • June 4th, 2002 • Boyd Gaming Corp • Services-miscellaneous amusement & recreation • New York
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250,000,000 9.50% Senior Subordinated Notes Due 2007
Registration Agreement • September 15th, 1997 • Boyd Gaming Corp • Services-miscellaneous amusement & recreation • New York
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REGISTRATION RIGHTS AGREEMENT by and among Boyd Gaming Corporation and the Guarantors party hereto and Merrill Lynch, Pierce, Fenner & Smith Incorporated Dated as of June 8, 2012
Registration Rights Agreement • June 13th, 2012 • Boyd Gaming Corp • Hotels & motels • New York

This Registration Rights Agreement (this “Agreement”) is made and entered into as of June 8, 2012, by and among Boyd Gaming Corporation, a Nevada corporation (the “Company”), the guarantors named in Schedule A hereto and any subsidiary of the Company formed or acquired after the Closing Date that executes an additional guarantee in accordance with the terms of the Indenture (as defined below), and their respective successors and assigns (collectively, the “Guarantors”), and Merrill Lynch, Pierce, Fenner & Smith Incorporated and J.P. Morgan Securities LLC, on behalf of themselves and as representatives (the “Representatives”) of the several initial purchasers listed on Schedule A to the Purchase Agreement (as defined below) (collectively, the “Initial Purchasers”), who have agreed to purchase the Company’s 9% Senior Notes due 2020 (the “Initial Notes”) fully and unconditionally guaranteed by the Guarantors (the “Guarantees”) pursuant to the Purchase Agreement (as defined below). The Ini

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THIRD AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • September 15th, 1997 • Boyd Gaming Corp • Services-miscellaneous amusement & recreation • Nevada
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REGISTRATION RIGHTS AGREEMENT Dated as of April 15, 2004 by and among Boyd Gaming Corporation and Deutsche Bank Securities Inc. Banc of America Securities LLC CIBC World Markets Corp. Bear, Stearns & Co. Inc. Lehman Brothers Inc. Wells Fargo...
Registration Rights Agreement • June 10th, 2004 • Boyd Gaming Corp • Services-miscellaneous amusement & recreation • New York

This Registration Rights Agreement (this “Agreement”) is made and entered into as of April 15, 2004, by and among Boyd Gaming Corporation, a Nevada corporation (the “Company”), and Deutsche Bank Securities Inc. and each of the other Initial Purchasers listed on Schedule A to the Purchase Agreement (as defined below) (each an “Initial Purchaser” and, collectively, the “Initial Purchasers”), each of whom has agreed to purchase the Company’s 63/4% Series A Senior Subordinated Notes due 2014 (the “Series A Notes”) pursuant to the Purchase Agreement, dated March 31, 2004, (the “Purchase Agreement”), by and among the Company and the Initial Purchasers.

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BOYD GAMING CORPORATION 16,500,000 Shares of Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • August 7th, 2013 • Boyd Gaming Corp • Hotels & motels • New York

Boyd Gaming Corporation, a Nevada corporation (the “Company”), confirms its agreement with the several Underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof) for whom Deutsche Bank Securities Inc. and J.P. Morgan Securities LLC are acting as representative (the “Representatives”), with respect to (i) the sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of shares of Common Stock, par value $0.01 per share, of the Company (“Common Stock”) set forth in Schedule A hereto and (ii) the grant by the Company to the Underwriters, acting severally and not jointly, of the option described in Section 2(b) hereof to purchase all or any part of 2,475,000 additional shares of Common Stock. The aforesaid 16,500,000 shares of Common Stock (the “Initial Securities”) to be purchased by the Underwriters and all or a

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MASTER LEASE
Master Lease • August 6th, 2020 • Boyd Gaming Corp • Hotels & motels • Ohio

This MASTER LEASE (this “Master Lease”) is entered into as of October 15, 2018, by and between BOYD (OHIO) PROPCO, LLC, a Delaware limited liability company (together with its permitted successors and assigns, “Landlord”), and PNK (OHIO), LLC, an Ohio limited liability company (together with its permitted successors and assigns, “Tenant”).

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EXHIBIT 1
Stockholders Agreement • February 12th, 2004 • Boyd Gaming Corp • Services-miscellaneous amusement & recreation • Nevada
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BOYD GAMING CORPORATION AND THE GUARANTORS NAMED HEREIN 6.875% SENIOR NOTES DUE 2023 FIRST SUPPLEMENTAL INDENTURE Dated as of May 21, 2015 WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee
First Supplemental Indenture • May 21st, 2015 • Boyd Gaming Corp • Hotels & motels • New York

FIRST SUPPLEMENTAL INDENTURE dated as of May 21, 2015 by and among Boyd Gaming Corporation, a Nevada corporation (including any and all successors thereto, the “Company”), the Guarantors (as defined herein) and Wilmington Trust, National Association, as trustee (the “Trustee”).

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • March 29th, 2016 • Boyd Gaming Corp • Hotels & motels • New York

This Registration Rights Agreement (this “Agreement”) is made and entered into as of March 28, 2016 by and among Boyd Gaming Corporation, a Nevada corporation (the “Company”), the guarantors named in Schedule A hereto and any subsidiary of the Company formed or acquired after the Closing Date that executes an additional guarantee in accordance with the terms of the Indenture (as defined below), and their respective successors and assigns (collectively, the “Guarantors”), and Deutsche Bank Securities Inc., on behalf of itself and as representative (the “Representative”) of the several initial purchasers listed on Schedule A to the Purchase Agreement (as defined below) (collectively, the “Initial Purchasers”), who have agreed to purchase the Company’s 6.375% Senior Notes due 2026 (the “Initial Notes”) fully and unconditionally guaranteed by the Guarantors (the “Guarantees”) pursuant to the Purchase Agreement (as defined below). The Initial Notes and the Guarantees attached thereto are he

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UNDERWRITING AGREEMENT
Underwriting Agreement • May 8th, 2015 • Boyd Gaming Corp • Hotels & motels • New York

The Securities (as defined below) will be issued pursuant to an indenture, to be dated as of May 21, 2015 (the “Base Indenture”), among the Company, the Guarantors (as defined below) and Wilmington Trust, N.A., as trustee (the “Trustee”). Certain terms of the Securities will be established pursuant to a supplemental indenture dated as of May 21, 2015 (the “Supplemental Indenture”) to the Base Indenture (together with the Base Indenture, the “Indenture”). The Notes will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depositary”) pursuant to a letter of representations, to be dated on or before the Closing Date (as defined below) (the “DTC Agreement”), among the Company, the Trustee and the Depositary.

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ARTICLE 1 TERMINATION
Termination and Transition Agreement • November 15th, 1999 • Boyd Gaming Corp • Services-miscellaneous amusement & recreation • Mississippi
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PURCHASE AGREEMENT By and Between PENN NATIONAL GAMING, INC., a Pennsylvania corporation, and GOLD MERGER SUB, LLC, a Delaware limited liability company, as Purchaser and upon their execution and delivery of the Joinder, PNK (OHIO), LLC, an Ohio...
Purchase Agreement • October 18th, 2018 • Boyd Gaming Corp • Hotels & motels • New York

THIS PURCHASE AGREEMENT (this “Agreement”) is entered into as of December 17, 2017 (the “Effective Date”), by and among PENN NATIONAL GAMING, INC., a Pennsylvania corporation (“Penn”), GOLD MERGER SUB, LLC, a Delaware limited liability company (“Purchaser”), PNK (OHIO), LLC, an Ohio limited liability company (“Seller”) (but solely upon Seller’s execution and delivery of the Joinder (as defined below)), and PINNACLE ENTERTAINMENT, INC., a Delaware corporation (“Seller Parent”) (but solely upon Seller Parent’s execution and delivery of the Joinder (as defined below)).

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STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • November 9th, 2006 • Boyd Gaming Corp • Services-miscellaneous amusement & recreation • Nevada

THIS STOCK PURCHASE AGREEMENT (this "Agreement") is made and entered into as of August 1, 2006, between Michael J. Gaughan ("Seller"), and Boyd Gaming Corporation, a Nevada corporation ("Purchaser").

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EXHIBIT 10.31 GUARANTY OF PERFORMANCE AND COMPLETION THIS GUARANTY OF PERFORMANCE AND COMPLETION (this "Completion Guaranty"), dated as of December 13, 2000, is made by BOYD GAMING CORPORATION, a Nevada corporation (the "Guarantor"), in favor of each...
Guaranty of Performance and Completion • March 13th, 2001 • Boyd Gaming Corp • Services-miscellaneous amusement & recreation
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MASTER LEASE COMMITMENT AND RENT ALLOCATION AGREEMENT
Master Lease Commitment and Rent Allocation Agreement • December 20th, 2017 • Boyd Gaming Corp • Hotels & motels • New York

THIS MASTER LEASE COMMITMENT AND RENT ALLOCATION AGREEMENT (this “Agreement”) is made and entered into as of December 17, 2017 (the “Effective Date”), by and among Boyd Gaming Corporation, a Nevada corporation (“Boyd”), Boyd TCIV, LLC a Nevada limited liability company and a wholly owned subsidiary of Boyd (“Purchaser”), Penn National Gaming, Inc., a Pennsylvania corporation (“Penn”), Gaming and Leisure Properties, Inc., a Pennsylvania corporation (“GLPI”) and Gold Merger Sub, LLC, a Delaware limited liability company (“Gold LLC”). Capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in Section 1. Each of Boyd, Purchaser, Penn, GLPI and Gold LLC is sometimes referred to herein individually as a “Party” and all of them, collectively, are sometimes referred to herein as the “Parties.”

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SUPPLEMENTAL INDENTURE
Supplemental Indenture • November 13th, 2003 • Boyd Gaming Corp • Services-miscellaneous amusement & recreation • New York

SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of April 30, 2003, among Boyd Racing, L.L.C., a Louisiana limited liability company (the “Guaranteeing Subsidiary”), a subsidiary of Boyd Gaming Corporation (or its permitted successor), a Nevada corporation (the “Company”) and The Bank of New York, as trustee under the indenture referred to below (the “Trustee”).

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FIRST AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • March 7th, 2012 • Boyd Gaming Corp • Hotels & motels • New York

THIS FIRST AMENDMENT TO CREDIT AGREEMENT is made and dated as of November ___, 2011 (this “Amendment”) among MARINA DISTRICT FINANCE COMPANY, INC., a New Jersey corporation (the “Borrower”), MARINA DISTRICT DEVELOPMENT COMPANY, LLC, a New Jersey limited liability company (“MDDC”, and together with the Borrower, the “Credit Parties”), the Lenders parties hereto, and WELLS FARGO BANK, NATIONAL ASSOCIATION (“Wells Fargo”), as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders, and amends that certain Credit Agreement dated as of August 6, 2010 (as the same may be further amended or modified from time to time, the “Credit Agreement”), among the Credit Parties, the Lenders, the Administrative Agent, and Wells Fargo, as L/C Issuer and Swing Line Lender.

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Contract
Operating Agreement • May 7th, 2010 • Boyd Gaming Corp • Services-miscellaneous amusement & recreation • New Jersey

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

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PARTNERSHIP INTEREST PURCHASE AGREEMENT dated as of January 20, 2004 by and among HARRAH’S SHREVEPORT/BOSSIER CITY INVESTMENT COMPANY LLC, HARRAH’S BOSSIER CITY INVESTMENT COMPANY, LLC, RED RIVER ENTERTAINMENT OF SHREVEPORT PARTNERSHIP IN COMMENDAM,...
Partnership Interest Purchase Agreement • January 22nd, 2004 • Boyd Gaming Corp • Services-miscellaneous amusement & recreation • Nevada

THIS PARTNERSHIP INTEREST PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of January 20, 2004, by and among HARRAH’S SHREVEPORT/BOSSIER CITY INVESTMENT COMPANY LLC, a Delaware limited liability company (“Shreveport Investment”), HARRAH’S BOSSIER CITY INVESTMENT COMPANY, LLC, a single member Louisiana limited liability company (together with Shreveport Investment, “Sellers”), RED RIVER ENTERTAINMENT OF SHREVEPORT PARTNERSHIP IN COMMENDAM, a Louisiana partnership in commendam (the “Partnership”), BOYD SHREVEPORT, L.L.C., a Louisiana limited liability company (“Boyd Shreveport”), BOYD RED RIVER, L.L.C., a Louisiana limited liability company (together with Boyd Shreveport, “Buyer”), and BOYD GAMING CORPORATION, a Nevada corporation (“Buyer Parent”).

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GROUND LEASE
Ground Lease • February 23rd, 2017 • Boyd Gaming Corp • Hotels & motels

This GROUND LEASE ("Lease"), is made and effective as of September 22, 2006 (the "Commencement Date"), by and between NP LAND, LLC, a Nevada limited-liability company ("Lessor"), and NEVADA PALACE, LLC, a Nevada limited­ liability company ("Lessee") (collectively, the "Parties," and each sometimes singularly, a "Party"), with reference to the following facts:

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REGISTRATION RIGHTS AGREEMENT by and among Boyd Gaming Corporation and the Guarantors party hereto and Dated as of June 25, 2018
Registration Rights Agreement • June 25th, 2018 • Boyd Gaming Corp • Hotels & motels • New York

This Registration Rights Agreement (this “Agreement”) is made and entered into as of June 25, 2018 by and among Boyd Gaming Corporation, a Nevada corporation (the “Company”), the guarantors named in Schedule A hereto and any subsidiary of the Company formed or acquired after the Closing Date that becomes a guarantor in accordance with the terms of the Indenture (as defined below), and their respective successors and assigns (collectively, the “Guarantors”), and J.P. Morgan Securities LLC, on behalf of itself and as representative (the “Representative”) of the several initial purchasers listed on Schedule A to the Purchase Agreement (as defined below) (collectively, the “Initial Purchasers”), who have agreed to purchase the Company’s 6.000% Senior Notes due 2026 (the “Initial Notes”) fully and unconditionally guaranteed by the Guarantors (the “Guarantees”) pursuant to the Purchase Agreement (as defined below). The Initial Notes and the Guarantees attached thereto are herein collectively

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MEMBERSHIP INTEREST PURCHASE AGREEMENT dated as of December 17, 2017, by and among BOYD GAMING CORPORATION, BOYD TCIV, LLC, as Purchaser, PENN NATIONAL GAMING, INC., as Parent, and, solely following the execution of a joinder, PINNACLE ENTERTAINMENT,...
Membership Interest Purchase Agreement • December 20th, 2017 • Boyd Gaming Corp • Hotels & motels • New York

THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of December 17, 2017 (the “Effective Date”), by and among Boyd Gaming Corporation, a Nevada corporation (“Boyd”), Boyd TCIV, LLC, a limited liability company organized under the laws of the state of Nevada and a wholly owned subsidiary of Boyd (“Purchaser”), Penn National Gaming, Inc., a Pennsylvania corporation (“Parent”), and, solely when such Person executes and delivers the Joinder, Pinnacle Entertainment, Inc., a Delaware corporation (“Seller”), and Pinnacle MLS, LLC, a Delaware limited liability company (“Seller Subsidiary” and, together with Seller, “Sellers”). Each of Boyd, Purchaser, Parent, Sellers and the Companies is referred to individually as a “party” and collectively as the “parties”. Capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in Section 13.01.

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FIRST SUPPLEMENTAL INDENTURE Dated as of December 29, 2023 to INDENTURE Dated as of June 8, 2021 among BOYD GAMING CORPORATION, as Issuer, the Guarantors named therein, as Guarantors, and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee
Supplemental Indenture • February 26th, 2024 • Boyd Gaming Corp • Hotels & motels • New York

FIRST SUPPLEMENTAL INDENTURE, dated as of December 29, 2023 (this “Supplemental Indenture”), among Boyd Gaming Corporation, a Nevada corporation (the “Issuer”), the Guarantors named on the signature pages hereto (the “Guarantors”), the Additional Guarantor named on the signature pages hereto (the “Additional Guarantor”), and Wilmington Trust, National Association, as trustee (the “Trustee”).

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AGREEMENT AND PLAN OF MERGER dated as of April 21, 2016 by and among BOYD GAMING CORPORATION, BOYD TCII ACQUISITION, LLC and ALST CASINO HOLDCO, LLC
Merger Agreement • August 8th, 2016 • Boyd Gaming Corp • Hotels & motels • Delaware

This Agreement and Plan of Merger (this “Agreement”), dated as of April 21, 2016, is entered into by and among Boyd Gaming Corporation, a Nevada corporation (“Acquiror”), Boyd TCII Acquisition, LLC, a Delaware limited liability company and a wholly owned subsidiary of Acquiror (“Merger Sub”), and ALST Casino Holdco, LLC, a Delaware limited liability company (the “Company”).

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BACKGROUND
Contribution and Adoption Agreement • March 13th, 2001 • Boyd Gaming Corp • Services-miscellaneous amusement & recreation • New Jersey
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BOYD GAMING CORPORATION INDEMNIFICATION AGREEMENT
Indemnification Agreement • February 21st, 2025 • Boyd Gaming Corp • Hotels & motels • Nevada

This Indemnification Agreement (this “Agreement”) is made and entered into as of [●], between BOYD GAMING CORPORATION, a Nevada corporation (the “Company”), and [●] (“Indemnitee”).

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UNIT PURCHASE AGREEMENT
Unit Purchase Agreement • August 13th, 1999 • Boyd Gaming Corp • Services-miscellaneous amusement & recreation • Indiana
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MEMBERSHIP INTEREST PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS*
Membership Interest Purchase and Sale Agreement • March 7th, 2013 • Boyd Gaming Corp • Hotels & motels • Nevada

THIS MEMBERSHIP INTEREST PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTION (this “Agreement”) dated as of March 1, 2013 (the “Effective Date”), is by and between ECHELON RESORTS, LLC, a Nevada limited liability company (“Echelon”), and COAST HOTELS AND CASINOS, INC., a Nevada corporation (“Coast”, and collectively with Echelon, “Seller”), GENTING ASSETS, INC., a Delaware corporation (“Buyer”), and GENTING BERHAD, a Malaysian company (“Indemnitor”). Each of Seller and Buyer is referred to herein as a “party” and collectively as the “parties.”

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May 30, 2003 Mr. John T. Redmond President and Chief Executive Officer MGM Grand Resorts
Increase in Scope of Construction Agreement • August 12th, 2003 • Boyd Gaming Corp • Services-miscellaneous amusement & recreation
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FIRST AMENDMENT AND CONSENT TO FIRST AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • March 5th, 2010 • Boyd Gaming Corp • Services-miscellaneous amusement & recreation • Nevada

THIS FIRST AMENDMENT AND CONSENT TO FIRST AMENDED AND RESTATED CREDIT AGREEMENT is made and dated as of December 21, 2009 (the “Amendment”) among BOYD GAMING CORPORATION, a Nevada corporation (the “Borrower”), the various financial institutions parties hereto (collectively, the “Lenders”), and BANK OF AMERICA, N.A. (“Bank of America”), as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders and amends that certain First Amended and Restated Credit Agreement dated as of May 24, 2007 (as the same may be further amended or modified from time to time, the “Credit Agreement”).

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