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
INDENTUREBoyd Gaming Corp • September 15th, 1997 • Services-miscellaneous amusement & recreation • New York
AmongAgreement and Plan of Merger • February 12th, 2004 • Boyd Gaming Corp • Services-miscellaneous amusement & recreation • Nevada
250,000,000 9.50% Senior Subordinated Notes Due 2007Boyd Gaming Corp • September 15th, 1997 • Services-miscellaneous amusement & recreation • New York
Exhibit 4.7 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 4th, 2002 • Boyd Gaming Corp • Services-miscellaneous amusement & recreation • New York
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, 2012Registration 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
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 TrusteeIndenture • 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”).
THIRD AMENDMENT TO CREDIT AGREEMENTCredit Agreement • September 15th, 1997 • Boyd Gaming Corp • Services-miscellaneous amusement & recreation • Nevada
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...Boyd Gaming Corp • March 13th, 2001 • Services-miscellaneous amusement & recreation
AND THE GUARANTORS NAMED HEREIN 6.375% SENIOR NOTES DUE 2026 INDENTURE Dated as of March 28, 2016Boyd Gaming Corp • March 29th, 2016 • Hotels & motels • New York
INDENTURE dated as of March 28, 2016 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”).
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.
MASTER LEASEMaster 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”).
REGISTRATION RIGHTS AGREEMENTRegistration 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
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
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.
EXHIBIT 1Stockholders Agreement • February 12th, 2004 • Boyd Gaming Corp • Services-miscellaneous amusement & recreation • Nevada
ARTICLE 1 TERMINATIONTermination and Transition Agreement • November 15th, 1999 • Boyd Gaming Corp • Services-miscellaneous amusement & recreation • Mississippi
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)).
EXHIBIT 99.1Execution Copy • February 9th, 2004 • Boyd Gaming Corp • Services-miscellaneous amusement & recreation • Nevada
FIRST AMENDMENT TO CREDIT AGREEMENTCredit 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.
STOCK PURCHASE AGREEMENTStock 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").
ContractAgreement • 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.
MASTER LEASE COMMITMENT AND RENT ALLOCATION AGREEMENTMaster 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.”
REGISTRATION RIGHTS AGREEMENT by and among Boyd Gaming Corporation and the Guarantors party hereto and Dated as of June 25, 2018Registration 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
SUPPLEMENTAL INDENTURESupplemental 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”).
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.
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 TrusteeFirst 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”).
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, LLCAgreement and Plan of Merger • 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”).
BACKGROUNDContribution and Adoption Agreement • March 13th, 2001 • Boyd Gaming Corp • Services-miscellaneous amusement & recreation • New Jersey
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 TrusteeSupplemental 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”).
UNIT PURCHASE AGREEMENTUnit Purchase Agreement • August 13th, 1999 • Boyd Gaming Corp • Services-miscellaneous amusement & recreation • Indiana
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.”
May 30, 2003 Mr. John T. Redmond President and Chief Executive Officer MGM Grand ResortsLetter Agreement • August 12th, 2003 • Boyd Gaming Corp • Services-miscellaneous amusement & recreation
FIRST AMENDMENT AND CONSENT TO FIRST AMENDED AND RESTATED CREDIT AGREEMENTCredit 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”).
PERIODIC FEE AGREEMENTPeriodic Fee Agreement • May 10th, 2011 • Boyd Gaming Corp • Hotels & motels
THIS PERIODIC FEE AGREEMENT (this “Periodic Fee Agreement”) is made and effective as of March 4, 2011 by and between Echelon Resorts LLC (“Buyer”), and LVE Energy Partners, LLC (“Seller”, and collectively with Buyer, the “Parties” or individually, a “Party”); and
