BOYD GAMING CORPORATION 16,500,000 Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting 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
