UNDERWRITING AGREEMENTUnderwriting 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.
