BANK OF AMERICA, N.A. MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED One Bryant Park New York, NY 10036

Reference is made to that certain Commitment Letter, dated May 16, 2012 (the “Commitment Letter”), among Bank of America, N.A. (“Bank of America”), Merrill Lynch, Pierce, Fenner & Smith Incorporated (or its designated affiliate, “Merrill Lynch” and, together with Bank of America, “BofAML”), Deutsche Bank Trust Company Americas (“DBTCA”), Deutsche Bank AG Cayman Islands Branch (“DBCI”), Deutsche Bank Securities Inc. (“DBSI” and together with DBTCA and DBCI, collectively, “DB”), JPMorgan Chase Bank, N.A. (“JPMCB”) and J.P. Morgan Securities LLC (“JPMS” and, together with JPMCB, “JPM” and, together with BofAML and DB, the “Commitment Parties”) and Boyd Gaming Corporation (“you” or “Boyd”), regarding the Transaction (as defined in the Commitment Letter) described therein. Capitalized terms used in this letter agreement but not defined herein are used with the meanings assigned to them in the Commitment Letter.

1.    Additional Commitment Parties.

(a)     The Commitment Parties and you agree that, pursuant to Section 1 of the Commitment Letter and notwithstanding anything to the contrary contained therein, (i) you hereby appoint UBS Securities LLC (“UBSS”) as a joint lead arranger and joint bookrunning manager for the Incremental Loans, and UBSS hereby accepts such appointment, and (ii) UBS Loan Finance LLC (“UBSLF” and together with UBSS, “UBS”) agrees to provide $30 million of the principal amount of the Incremental Commitment.  Upon the effectiveness of this letter agreement, (i) the commitments of each of Bank of America and JPMCB will be reduced to $30 million and $30 million, respectively, (ii) each of UBSS and UBSLF shall constitute a “Commitment Party”, (iii) UBSLF shall constitute an “Initial Incremental Lender”, and (iv) UBSS shall constitute an “Incremental Lead Arranger”, in each case under the Commitment Letter and the Fee Letter.

(b)     The Commitment Parties and you agree that (i) you hereby appoint UBSS as a joint lead arranger and joint bookrunning manager for the Refinancing Loans, and UBSS hereby accepts such appointment, and (ii) UBSLF agrees to provide 7 1/2% of the principal amount of the Refinancing Facility.  Upon the effectiveness of this letter agreement, (i) the commitments of each of Bank of America and JPMCB will be reduced by 3 3/4% and 3 3/4%, respectively, (ii) UBSLF shall constitute an “Initial Refinancing Lender”, and (iii) UBSS shall constitute a “Refinancing Lead Arranger”, in each case under the Commitment Letter and the Fee Letter. The commitments with respect to the Facilities are set forth on Schedule A.

2.    Conditions Precedent.

You agree that the funding of the Incremental Loans and any Refinancing Loans under the Refinancing Facility shall be subject to the conditions set forth in the Commitment Letter (including the consummation of the Acquisition).

3.    Miscellaneous.

This letter agreement shall be governed by, and construed in accordance with, the laws of the State of New York without regard to principles of conflicts of law to the extent that the application of the laws of another jurisdiction would be required thereby. This letter agreement is deemed incorporated into, and governed by all of the terms of the Commitment Letter including, without limitation, the confidentiality provisions included in the Commitment Letter. Except as expressly modified above, the provisions of the Commitment Letter, as modified by this letter, shall remain in full force and effect. Each reference in the Commitment Letter to the Commitment Letter shall mean and be a reference to the Commitment Letter as modified hereby. Each reference in the Commitment Letter and the Fee Letter to the Fee Letter shall mean and be a reference to the Fee Letter as modified hereby. This letter may be executed in two or more counterparts, each of which, when so executed and delivered, will be deemed to be an original, and taken together, will constitute one and the same instrument.

Please indicate your acceptance of the terms hereof by signing in the appropriate space below.