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

Exhibit 10.2

Execution Version

May 16, 2012

Boyd Gaming Corporation

3883 Howard Hughes Parkway, Ninth Floor

Las Vegas, Nevada 89169

Attention: Josh Hirsberg,

Senior Vice President, Chief Financial Officer and Treasurer

Project Florida

Commitment Letter

Ladies and Gentlemen:

You have advised 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”, “we” or “us”) that Boyd Gaming Corporation (“you” or “Boyd”) intends to acquire Peninsula Gaming, LLC, a Delaware limited liability company (the “Target Company”) through a newly created wholly-owned (directly or indirectly) unrestricted subsidiary of Boyd (“Acquisition Co.”). Boyd, Acquisition Co. and the Target Company are sometimes collectively referred to herein as the “Companies” and the acquisition of the Target Company is referred to herein as the “Acquisition”.

In connection with the Acquisition, you have advised us that you intend to (i) pay consideration in connection with the Acquisition and (ii) refinance certain of the Target’s existing indebtedness as described below (collectively, the “Target Refinancing”):

(a) the Target Company’s 8.375% Senior Secured Notes due 2015 (the “Existing Secured Notes”) (including the applicable premium plus accrued and unpaid interest to the repayment date plus out-of-pocket expenses) (the “Secured Refinancing Amount”); and

(b) the Target Company’s 10.750% Senior Unsecured Notes due 2017 (the “Existing Unsecured Notes”) (including the applicable premium plus accrued and unpaid interest to the repayment date plus out-of-pocket expenses) (the “Unsecured Refinancing Amount” and together with the Secured Refinancing Amount, the “Refinancing Amount”),

in each case, with the proceeds of (x) $850.0 million in senior secured credit facilities of the Target Company (and/or Acquisition Co. in the event such facilities are entered into prior to the Acquisition Closing Date (as defined below)) (collectively, the “Target Senior Credit Facilities”), comprised of (i) term loan facilities of $800.0 million and (ii) a revolving credit facility of up to $50.0 million; and (y) $350.0 million in gross proceeds from the issuance and sale by the Target Company (and/or Acquisition Co. in the event such facilities are entered into prior to the Acquisition Closing Date) of senior unsecured notes (the “Target Notes” or the “Notes”) or, if the Target Notes are not issued and sold on or prior to the Acquisition Closing Date, $350.0 million in senior unsecured bridge loans (the “Target Bridge Loans” and, together with any Target Rollover Loans and Target Exchange Notes (each, as defined in Annex II-A hereto), the “Target Bridge Facility” and together with the Target Senior Credit Facilities, the “Target Facilities” or the “Facilities”) made available to the Target Company (and/or Acquisition Co.) as interim financing to the senior unsecured notes or any other securities of the Target Company that may be issued after the Acquisition Closing Date for the purpose of refinancing all or a portion of the outstanding amounts under the Target Bridge Facility (the “Target Permanent Securities”). In the event the Target Facilities are entered into prior to the Acquisition Closing Date, Acquisition Co. will be the borrower under such Facilities, with Target Company assuming such obligations on terms and conditions to be agreed upon the Acquisition Closing Date.

Definitions. The Acquisition, the Target Senior Credit Facilities, the Target Bridge Facility and the issuance and sale of the Notes and/or the entering into and funding of the loans under the Target Senior Credit Facilities and/or the Target Bridge Facility and all related transactions are hereinafter collectively referred to as the “Transaction.” The date of the consummation of the Acquisition is referred to herein as the “Acquisition Closing Date.”

1. Commitments.

(a) Target Company and/or Acquisition Co. Facilities.

(i) Each of Bank of America, DBTCA and JPMCB is pleased to advise you of its several and not joint commitment to provide 37.5%, 25% and 37.5%, respectively, of the principal amount of the Target Senior Credit Facilities (in such respective capacity, the “Initial Target Senior Lenders”), and Bank of America’s willingness to act as the sole and exclusive administrative agent (in such capacity, the “Target Senior Administrative Agent”) for the Target Senior Credit Facilities, in each case, all upon and subject to the terms and conditions set forth in this letter and in Annexes I and III hereto (collectively, the “Target Senior Secured Summaries of Terms”); and

(ii) each of Merrill Lynch, DBSI and JPMS is also pleased to advise you of its willingness, and you hereby engage Merrill Lynch, DBSI and JPMS to act as joint arrangers and joint bookrunning managers (in such capacity, the “Target Senior Lead Arrangers”), and in connection therewith to form a syndicate of lenders for the loans under the Target Senior Credit Facilities (collectively, the “Target Senior Lenders”) reasonably acceptable to you, including Bank of America, DBTCA and JPMCB; and

(iii) Each of Bank of America, DBCI and JPMCB is pleased to advise you of its several and not joint commitment to provide 37.5%, 25% and 37.5%, respectively, of the principal amount of the Target Bridge Facility (in such respective capacity, the “Initial Target Bridge Lenders” and together with the Initial Target Senior Lenders, the “Initial Target

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Lenders” or “Initial Lenders”) and Bank of America’s willingness to act as the sole and exclusive administrative agent (in such capacity, the “Target Bridge Administrative Agent” and together with the Target Senior Administrative Agent, the “Administrative Agent”) for the Target Bridge Facility, all upon and subject to the terms and conditions set forth in this letter and in Annexes II and III hereto (collectively, the “Target Bridge Summary of Terms” and together with the Target Senior Secured Summaries of Terms, the “Target Summaries of Terms”); and

(iv) Each of Merrill Lynch, DBSI and JPMS is also pleased to advise you of its willingness, and you hereby engage Merrill Lynch, DBSI and JPMS to act as joint arrangers and joint bookrunning managers (in such capacity, the “Target Bridge Lead Arrangers” and together with the Target Senior Lead Arrangers, the “Target Lead Arrangers” or “Lead Arrangers”), and in connection therewith to form a syndicate of lenders for the Target Bridge Loans (collectively, the “Target Bridge Lenders” and together with the Target Senior Lenders, the “Target Lenders” of the “Lenders”) reasonably acceptable to you, including Bank of America, DBCI and JPMCB.

(b) Left Lead. It is understood and agreed that Merrill Lynch will have “lead left” placement on all marketing materials relating to the Facilities and will perform the duties and exercise the authority customarily performed and exercised by them in such role.

(c) Conditions Precedent. The commitments of the Initial Lenders in respect of the Facilities and the undertaking of the Lead Arrangers to provide the services described herein are subject to the satisfaction of each of the conditions precedent set forth in Section 5 herein and in Annex III hereto. All capitalized terms used and not otherwise defined herein shall have the same meanings as specified therefor in the Summaries of Terms.

2. Syndication. The Lead Arrangers in consultation with you intend to commence syndication of the Facilities promptly after your acceptance of the terms of this Commitment Letter and the Fee Letter (as defined below), and the commitment of the Commitment Parties hereunder shall be reduced dollar-for-dollar as and when corresponding commitments are received from the Target Lenders, as the case may be. You agree to actively assist and to use your commercially reasonable efforts to cause the Target Company and its subsidiaries to actively assist the Lead Arrangers in achieving a syndication of each such Facility that is reasonably satisfactory to the Lead Arrangers and you. Such assistance shall include (a) your providing and causing your advisors to provide, and using your reasonable best efforts to cause the Target Company, its subsidiaries and its advisors to provide, the Lead Arrangers and the Lenders upon request with all information reasonably deemed necessary by the Lead Arrangers to complete such syndication, including, but not limited to, information and evaluations prepared by you, the Target Company and your and its advisors, or on your or their behalf, relating to the Acquisition (including the Projections (as defined below)), (b) assisting in the preparation of an information memorandum promptly following the date hereof with respect to each of the Facilities in form and substance customary for transactions of this type and otherwise reasonably satisfactory to the Lead Arrangers (each, an “Information Memorandum”) and other materials to be used in connection with the syndication of each such Facility (collectively with the Summaries of Terms and any additional summary of terms prepared for distribution to Public Lenders (as defined below), the “Information Materials”), (c) your using your commercially reasonable efforts to ensure that the syndication efforts of the Lead Arrangers benefit from your existing lending relationships and the existing banking relationships of the Target Company, (d) your obtaining, promptly following the date hereof, monitored public corporate credit or family ratings of the Target Company after giving effect to the Transaction and ratings of the Target Facilities and the Target Notes, in each case, from Moody’s Investors Service, Inc. (“Moody’s”) and Standard & Poor’s, a division of The McGraw-Hill Companies, Inc. (“S&P”) (collectively, the “Ratings”), (e) you shall not, and shall use your commercially reasonable efforts to ensure that none of the Companies shall, have syndicated or issued,

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attempted to syndicate or issue, announced or authorized the announcement of the syndication or issuance of, or engaged in discussions concerning the syndication or issuance of, any equity or debt of the Companies (other than (w) the Facilities and the Notes, (x) the Holdco Note (as defined in the Acquisition Agreement) (which, for the avoidance of doubt, may be issued at the closing of the Acquisition but may not be syndicated or marketed), (y) certain commitments (including incremental commitments) under Boyd’s Second Amended and Restated Credit Agreement dated as of December 17, 2010 by and among Boyd, as borrower, the lenders from time to time party thereto and Bank of America, N.A., as administrative agent (as amended, restated, supplemented or otherwise modified from time to time, the “Boyd Credit Agreement”) and refinancings of such borrowings along with an offering of senior unsecured notes, and including any renewals or refinancings of any existing debt, and (z) certain furniture, fixture and equipment financings contemplated by the Acquisition Agreement with respect to Kansas Star Casino) without the prior written consent of the Lead Arrangers and (f) your otherwise assisting the Lead Arrangers in its syndication efforts, including by making your officers and advisors, and using your reasonable best efforts to make the officers and advisors of the Target Company, available from time to time to attend and make presentations regarding the business and prospects of the Companies, the Target Company and the Transaction at one or more meetings of prospective Lenders.

Notwithstanding our right to syndicate the Facilities and receive commitments with respect thereto, syndication of, or receipt of our commitments or participations in respect of, all or any portion of our commitments hereunder prior to the Acquisition Closing Date shall not be a condition to our commitments.

It is understood and agreed that the Lead Arrangers will manage and control all aspects of the syndication of the Facilities in consultation with you, including decisions as to the selection of prospective Lenders and any titles offered to proposed Lenders, when commitments will be accepted and the final allocations of the commitments among the Lenders. It is understood that no Lender participating in the Facilities will receive compensation from you in order to obtain its commitment, except on the terms contained herein and in the Summaries of Terms, the Fee Letter or as otherwise agreed between you and us. It is also understood and agreed that the amount and distribution of the fees among the Lenders will be at the sole and absolute discretion of the Lead Arrangers.

3. Information Requirements. You hereby represent, warrant and covenant that (a) all information, other than Projections, that has been or is hereafter made available to the Lead Arrangers or any of the Lenders by or on behalf of you or any of your representatives relating to Boyd and its subsidiaries in connection with any aspect of the Transaction (other than the Target Company and its subsidiaries) (the “Information”) is and will be complete and correct in all material respects and does not and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein not misleading, (b) all information, other than Projections, that has been or is hereafter made available to the Lead Arrangers or any of the Lenders relating to the Target Company and its subsidiaries (including information made available by or on behalf of the Target Company or any of its representatives) (the “Target Information”) is and will be, to the best of your knowledge, complete and correct in all material respects and does not and will not, to the best of your knowledge, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein not misleading, (c) all financial projections concerning the Companies (other than the Target Company and its subsidiaries) that have been or are hereafter made available to the Lead Arrangers or any of the Lenders by or on behalf of you or any of your representatives (the “Projections”) have been or will be prepared in good faith based upon reasonable assumptions and (d) all financial projections concerning the Target Company and its subsidiaries that have been or are hereafter made available to the Lead Arrangers or any of the Lenders by or on behalf of the Target Company or its representatives (the “Target Projections”) have been and will be, to the best of your knowledge, prepared in good faith based upon reasonable assumptions. You agree that if at any time prior to the Acquisition Closing Date and, if

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requested by us, for such period (not to exceed 90 days) thereafter as is necessary to complete the syndication of the Facilities any of the representations in the preceding sentence would be incorrect in any material respect if the Information, the Target Information, the Projections and the Target Projections were being furnished, and such representations were being made, at such time, then you will promptly supplement, or cause to be supplemented, the Information, the Target Information, the Projections and the Target Projections so that such representations will be correct at such time. In issuing this commitment and in arranging and syndicating each of the Facilities, the Commitment Parties are and will be using and relying on the Information and the Projections without independent verification thereof. The Information and Projections provided to the Lead Arrangers prior to the date hereof are hereinafter referred to as the “Pre-Commitment Information”.

You acknowledge that (a) the Lead Arrangers on your behalf will make available Information Materials to the proposed syndicate of Lenders by posting the Information Materials on IntraLinks or another similar electronic system and (b) certain prospective Lenders (such Lenders, “Public Lenders”; all other Lenders, “Private Lenders”) may have personnel that do not wish to receive material non-public information (within the meaning of the United States federal securities laws, “MNPI”) with respect to the Companies, their respective affiliates or any other entity, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such entities’ securities. If requested, you will assist us in preparing an additional version of the Information Materials not containing MNPI (the “Public Information Materials”) to be distributed to prospective Public Lenders.

Before distribution of any Information Materials (a) to prospective Private Lenders, you shall provide us with a customary letter in form and substance reasonably satisfactory to both you and us authorizing the dissemination of the Information Materials and (b) to prospective Public Lenders, you shall provide us with a customary letter in form and substance reasonably satisfactory to both you and us authorizing the dissemination of the Public Information Materials and confirming the absence of MNPI therefrom, in each case, exculpating the Commitment Parties and their respective affiliates with respect to liability related to the use of the contents of the Information Materials by the recipients thereof. In addition, at our request, you shall identify Public Information Materials by clearly and conspicuously marking the same as “PUBLIC”. To the extent any Information Materials are not so marked “PUBLIC”, we are authorized by you treat such Information Materials as if they contained MNPI.

Notwithstanding the foregoing, you agree that the Lead Arrangers on your behalf may distribute the following documents to all prospective Lenders regardless of whether marked “PUBLIC”, unless you advise the Lead Arrangers in writing (including by email) within a reasonable time prior to their intended distributions that such material should only be distributed to prospective Private Lenders: (a) administrative materials for prospective Lenders such as lender meeting invitations and funding and closing memoranda, (b) notifications of changes to the terms of the Facilities, (c) customary marketing term sheets related to the Facilities and (d) other materials intended for prospective Lenders after the initial distribution of the Information Materials, including drafts and final versions of definitive documents with respect to the Facilities. If you advise us that any of the foregoing items should be distributed only to Private Lenders, then the Lead Arrangers will not distribute such materials to Public Lenders without further discussions with you.

4. Fees and Indemnities.

(a) You agree to pay the fees set forth in the separate fee letter addressed to you dated the date hereof from the Commitment Parties (the “Fee Letter”). You also agree to reimburse the Commitment Parties from time to time on demand for all reasonable out-of-pocket fees and expenses (including, but not limited to, the reasonable fees, disbursements and other charges of counsel to the Lead Arrangers

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and the Administrative Agents under each Facility, and of any special gaming and local counsel to the Lenders retained by the Lead Arrangers, and due diligence expenses) in connection with the Facilities, the syndication thereof, the preparation of the Credit Documentation (as defined below) therefor and the other transactions contemplated hereby, whether or not the Acquisition Closing Date occurs or any Credit Documentation is executed and delivered or any extensions of credit are made under any of the Facilities. You acknowledge that we may receive a benefit, including without limitation, a discount, credit or other accommodation, from any of such counsel based on the fees such counsel may receive on account of their relationship with us including, without limitation, fees paid pursuant hereto.

(b) You also agree to indemnify and hold harmless each of the Commitment Parties, each other Lender and each of their affiliates, successors and assigns and their respective officers, directors, employees, agents, advisors and other representatives (each, an “Indemnified Party”) from and against (and will reimburse each Indemnified Party as the same are incurred for) any and all claims, damages, losses, liabilities and expenses (including, without limitation, the reasonable fees, disbursements and other charges of counsel) that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or by reason of (including, without limitation, in connection with any investigation, litigation or proceeding or preparation of a defense in connection therewith) (a) any aspect of the Transaction or any related transaction and any of the other transactions contemplated thereby or (b) the Facilities or any use made or proposed to be made with the proceeds thereof (in all cases, whether or not caused or arising, in whole or in part, out of the comparative, contributory or sole negligence of the Indemnified Party), except to the extent such claim, damage, loss, liability or expense is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Party’s gross negligence or willful misconduct. In the case of any claim, litigation, investigation or proceeding (any of the foregoing, a “Proceeding”) to which the indemnity in this paragraph applies, such indemnity shall be effective whether or not such Proceeding is brought by you, your equity holders or creditors or an Indemnified Party, whether or not an Indemnified Party is otherwise a party thereto and whether or not any aspect of the Transaction is consummated. You also agree that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to you, the Target Company or your or its subsidiaries or affiliates or to your or its respective equity holders or creditors or any other person arising out of, related to or in connection with any aspect of the Transaction, except to the extent of direct (as opposed to special, indirect, consequential or punitive) damages determined in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Party’s gross negligence or willful misconduct. It is further agreed that the Commitment Parties shall only have liability to you (as opposed to any other person), and that the Commitment Parties shall be severally liable solely in respect of their respective commitments to the Facilities, on a several, and not joint, basis with any other Lender, and that such liability shall only arise to the extent damages have been caused by breach of the Commitment Parties’ respective obligations hereunder to negotiate in good faith the Credit Documentation on the terms set forth in this Commitment Letter and the Fee Letter, as determined in a final, non-appealable judgment by a court of competent jurisdiction. Notwithstanding any other provision of this Commitment Letter, no Indemnified Party shall be liable for any damages arising from the use by others of information or other materials obtained through electronic telecommunications or other information transmission systems, other than for direct, actual damages resulting from the gross negligence or willful misconduct of such Indemnified Party as determined by a final, non-appealable judgment of a court of competent jurisdiction. You shall not, without the prior written consent of an Indemnified Party, effect any settlement of any pending or threatened Proceeding against an Indemnified Party in respect of which indemnity could have been sought hereunder by such Indemnified Party unless (i) such settlement includes an unconditional release of such Indemnified Party from all liability or claims that are the subject matter of such Proceeding and (ii) does not include any statement as to any admission.

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5. Conditions to Financing.

The commitment of the Lenders in respect of the Target Facilities and the undertaking of the Target Lead Arrangers to provide the services described herein, in each case, are subject only to the satisfaction of each of the conditions set forth in Annex III hereto and are subject to the negotiation, execution and delivery of definitive documentation with respect to each such Facility consistent with this Commitment Letter and the Fee Letter, customary for transactions of such type and otherwise reasonably satisfactory to the Lead Arrangers and the Lenders under the Facilities (the “Credit Documentation”).

Notwithstanding anything in this Commitment Letter, the Fee Letter, the Credit Documentation or any other letter agreement or other undertaking concerning the financing of the Transaction to the contrary, (1) the only representations the accuracy of which shall be a condition to the availability of the Target Facilities on the Acquisition Closing Date shall be (i) the representations made by or with respect to the Target Company and its subsidiaries in the Acquisition Agreement as are material to the interests of the Lenders, but only to the extent that you have the right to decline to consummate the Acquisition pursuant to the Acquisition Agreement as a result of a breach of such representations in the Acquisition Agreement (the “Acquisition Agreement Representations”) and (ii) the Specified Representations (as defined below) and (2) the terms of the Credit Documentation shall be in a form such that they do not impair the availability of the Facilities on the Acquisition Closing Date if the conditions set forth in this Section 5 and in Annex III hereto are satisfied (it being understood that to the extent any security interest in the intended collateral (other than any collateral the security interest in which may be perfected by the filing of a UCC financing statement, the filing of short-form security agreements with the United States Patent and Trademark Office or the United States Copyright Office or the delivery of certificates evidencing equity interests) is not provided on the Acquisition Closing Date, as applicable, after your use of commercially reasonable efforts to do so, then the provision of such perfected security interest(s) shall not constitute a condition precedent to the availability of the Target Senior Credit Facilities on the Acquisition Closing Date but shall be required to be delivered after the Acquisition Closing Date pursuant to arrangements to be mutually agreed by the parties hereto acting reasonably). For purposes hereof, “Specified Representations” means the representations and warranties relating to organizational status, organizational power and authority to enter into the Credit Documentation, due authorization, execution, delivery and enforceability of the Credit Documentation, no conflicts with or consents required under charter documents, solvency, Federal Reserve margin regulations, the U.S.A. Patriot Act, the Investment Company Act, status of the Facilities as senior debt (to the extent applicable) and, subject to the parenthetical set forth in clause (ii) of the immediately preceding sentence, the creation, validity, priority and perfection of the security interests granted in the intended collateral.

6. Confidentiality and Other Obligations. This Commitment Letter and the Fee Letter and the contents hereof and thereof are confidential and, may not be disclosed in whole or in part to any person or entity without our prior written consent except (i) on a confidential basis to Boyd’s accountants, attorneys and other professional advisors in connection with the Transaction, (ii) pursuant to the order of any court or administrative agency in any pending legal or administrative proceeding, or otherwise as required by applicable law or compulsory legal process based on the reasonable advice of your legal counsel (in which case you agree to inform us promptly thereof), and (iii) this Commitment Letter and the Fee Letter (redacted in a manner reasonably satisfactory to us) may be disclosed on a confidential basis to the respective boards of directors and advisors of the Target Company in connection with their consideration of the Transaction.

The Commitment Parties shall use all confidential information provided to them by or on behalf of you hereunder solely for the purpose of providing the services which are the subject of this letter agreement and otherwise in connection with the Transaction and shall treat confidentially all such information; provided, however, that nothing herein shall prevent the Commitment Parties from disclosing any such information (i) pursuant to the order of any court or administrative agency or in any pending legal or administrative proceeding, or otherwise as required by applicable law or compulsory legal process (in

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which case the Commitment Parties agree to inform you promptly thereof only to the extent permitted by law and other than in the case of ordinary course audits or examinations), (ii) upon the request or demand of any regulatory authority having jurisdiction over the Commitment Parties or any of their respective affiliates, (iii) to the extent that such information becomes publicly available other than by reason of disclosure in violation of this agreement by the Commitment Parties, (iv) to the Commitment Parties’ affiliates, employees, legal counsel, independent auditors and other experts or agents who need to know such information in connection with the Transaction and are informed of the confidential nature of such information, (v) for purposes of establishing a “due diligence” defense, (vi) to the extent that such information is received by the Commitment Parties from a third party that is not to the Commitment Parties’ knowledge subject to confidentiality obligations to you, (vii) to the extent that such information is independently developed by the Commitment Parties, (viii) to the applicable rating agencies in connection with any rating of the Facilities and/or Notes or (ix) to potential Lenders, participants or assignees who agree to be bound by the terms of this paragraph (or language substantially similar to this paragraph or as otherwise reasonably acceptable to you and each Commitment Party, including as may be agreed in any confidential information memorandum or other marketing material). This paragraph shall terminate on the second anniversary of the date hereof.

You acknowledge that the Commitment Parties or their affiliates may be providing financing or other services to parties whose interests may conflict with yours. The Commitment Parties agree that they will not furnish confidential information obtained from you to any of their other customers and will treat confidential information relating to the Companies and their respective affiliates with the same degree of care as they treat their own confidential information. The Commitment Parties further advise you that they will not make available to you confidential information that they have obtained or may obtain from any other customer. In connection with the services and transactions contemplated hereby, you agree that the Commitment Parties are permitted to access, use and share with any of their bank or non-bank affiliates, agents, advisors (legal or otherwise) or representatives any information concerning the Companies or any of their respective affiliates that is or may come into the possession of the Commitment Parties or any of such affiliates.

In connection with all aspects of each transaction contemplated by this Commitment Letter, you acknowledge and agree, and acknowledge your affiliates’ understanding, that: (i) each of the Target Facilities and any related arranging or other services described in this Commitment Letter is an arm’s-length commercial transaction between you and your affiliates, on the one hand, and the Commitment Parties, on the other hand, (ii) the Commitment Parties have not provided any legal, accounting, regulatory or tax advice with respect to any of the transactions contemplated hereby and you have consulted your own legal, accounting, regulatory and tax advisors to the extent you have deemed appropriate, (iii) you are capable of evaluating, and understand and accept, the terms, risks and conditions of the transactions contemplated hereby, (iv) in connection with each transaction contemplated hereby and the process leading to such transaction, each Commitment Party has been, is, and will be acting solely as a principal and has not been, is not, and will not be acting as an advisor, agent or fiduciary, for you or any of your affiliates, stockholders, creditors or employees or any other party, (v) the Commitment Parties have not assumed and will not assume an advisory, agency or fiduciary responsibility in your or your affiliates’ favor with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether any of the Commitment Parties has advised or is currently advising you or your affiliates on other matters) and the Commitment Parties have no obligation to you or your affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth in this Commitment Letter and (vi) the Commitment Parties and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from yours and those of your affiliates, and the Commitment Parties have no obligation to disclose any of such interests to you or your affiliates. To the fullest extent permitted by law, you hereby waive and release any claims that you may have against the Commitment Parties with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated by this Commitment Letter.

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The Commitment Parties hereby notify the Companies that pursuant to the requirements of the USA PATRIOT Act, Title III of Pub. L. 107-56 (signed into law October 26, 2001) (the “U.S.A. Patriot Act”), each of them is required to obtain, verify and record information that identifies the Companies, which information includes your name and address and other information that will allow the Commitment Parties, as applicable, to identify the Companies in accordance with the U.S.A. Patriot Act.

Boyd agrees that the Lead Arrangers may place advertisements in financial and other newspapers and journals at the Lead Arrangers’ expense describing the Lead Arrangers’ involvement in and services rendered with respect to the Transaction subject to customary confidentiality and disclosure restrictions.

7. Survival of Obligations. The provisions of Sections 2, 3, 4, 6 and 8 shall remain in full force and effect regardless of whether any Credit Documentation shall be executed and delivered and notwithstanding the termination of this Commitment Letter or any commitment or undertaking of the Commitment Parties hereunder, except that the provisions of Sections 2 and 3 shall not survive if the commitments and undertakings of the Commitment Parties with respect thereto are terminated prior to the effectiveness of the Target Facilities and funding thereof.

8. Miscellaneous. This Commitment Letter and the Fee Letter may be executed in multiple counterparts and by different parties hereto in separate counterparts, all of which, taken together, shall constitute an original. Delivery of an executed counterpart of a signature page to this Commitment Letter or the Fee Letter by telecopier, facsimile or other electronic transmission (e.g., a “pdf” or “tiff”) shall be effective as delivery of a manually executed counterpart thereof. Headings are for convenience of reference only and shall not affect the construction of, or be taken into consideration when interpreting, this Commitment Letter or the Fee Letter.

This Commitment Letter and the Fee Letter and any claim, controversy or dispute arising out of relating to this Commitment Letter or the Fee Letter shall be governed by, and construed in accordance with, the laws of the State of New York. Each party hereto hereby irrevocably waives any and all right to trial by jury in any action, proceeding or counterclaim (whether based on contract, tort or otherwise) arising out of or relating to this Commitment Letter, the Fee Letter, the Transaction and the other transactions contemplated hereby and thereby or the actions of the Commitment Parties in the negotiation, performance or enforcement hereof. Each party hereto hereby irrevocably and unconditionally submits to the exclusive jurisdiction of any New York State court or Federal court of the United States of America sitting in the Borough of Manhattan in New York City in respect of any suit, action or proceeding arising out of or relating to the provisions of this Commitment Letter, the Fee Letter, the Transaction and the other transactions contemplated hereby and thereby and irrevocably agrees that all claims in respect of any such suit, action or proceeding may be heard and determined in any such court. The parties hereto agree that service of any process, summons, notice or document by registered mail addressed to you shall be effective service of process against you for any suit, action or proceeding relating to any such dispute. Each party hereto waives, to the fullest extent permitted by applicable law, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceedings brought in any such court, and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. A final judgment in any such suit, action or proceeding brought in any such court may be enforced in any other courts to whose jurisdiction you are or may be subject by suit upon judgment.

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This Commitment Letter, together with the Fee Letter, embodies the entire agreement and understanding among the parties hereto and your affiliates with respect to the Facilities and supersedes all prior agreements and understandings relating to the subject matter hereof. No party has been authorized by the Commitment Parties to make any oral or written statements that are inconsistent with this Commitment Letter. Neither this Commitment Letter (including the attachments hereto) nor the Fee Letter may be amended or any term or provision hereof or thereof waived or modified except by an instrument in writing signed by each of the parties hereto.

This Commitment Letter may not be assigned by you without our prior written consent (and any purported assignment without such consent will be null and void), is intended to be solely for the benefit of the parties hereto and is not intended to confer any benefits upon, or create any rights in favor of, any person other than the parties hereto (and the Indemnified Parties). Each Commitment Party may assign its commitment hereunder, in whole or in part, to any of its affiliates or to any Lender.

Please indicate your acceptance of the terms of the Facilities set forth in this Commitment Letter and the Fee Letter by returning to us executed counterparts of this Commitment Letter and the Fee Letter with respect to the Facilities not later than 5:00 p.m. (New York City time) on May 16, 2012, whereupon the undertakings of the parties with respect to the Facilities shall become effective to the extent and in the manner provided hereby. This offer shall terminate if not so accepted by you at or prior to that time. Upon your acceptance of this offer, thereafter the commitments and undertakings of the Commitment Parties hereunder will expire on the earliest of (a) December 31, 2012, (b) the termination of the Acquisition Agreement (as defined in Annex III hereto) and (c) the Target Refinancing without the use of the Target Facilities.

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We are pleased to have the opportunity to work with you in connection with this important financing.

Signature Page to Commitment Letter – Target Refinancing

Signature Page to Commitment Letter – Target Refinancing

Signature Page to Commitment Letter – Target Refinancing

Signature Page to Commitment Letter – Target Refinancing

ANNEX I

SUMMARY OF TERMS AND CONDITIONS

TARGET SENIOR CREDIT FACILITIES

Capitalized terms not otherwise defined herein have the same meanings as specified therefor in the Commitment Letter to which this Annex I is attached.

Annex I-1

Annex I-2

Annex I-3

Annex I-4

Annex I-5

Annex I-6

Annex I-7

Annex I-8

Annex I-9

Annex I-10

ANNEX II-A

SUMMARY OF TERMS AND CONDITIONS

TARGET BRIDGE LOANS

Capitalized terms not otherwise defined herein have the same meanings as specified therefor in the Commitment Letter to which this Annex II-A is attached.

Annex II-A-1

Annex II-A-2

Annex II-A-3

Annex II-A-4

Annex II-A-5

Annex II-A-6

ANNEX II-B

TARGET ROLLOVER LOANS

Capitalized terms not otherwise defined herein have the same meanings as specified therefor in the Commitment Letter to which this Annex II-B is attached.

Annex II-B-1

Annex II-B-2

ANNEX II-C

SUMMARY OF TERMS AND CONDITIONS TARGET EXCHANGE NOTES

Capitalized terms not otherwise defined herein have the same meanings as specified therefor in the Commitment Letter to which this Annex II-C is attached.

Annex II-C-1

Annex II-C-2

ANNEX III

CONDITIONS PRECEDENT TO CLOSING

Capitalized terms not otherwise defined herein have the same meanings as specified therefor in the Commitment Letter to which this Annex III is attached.

The funding of the loans under the Facilities will be subject to the following conditions precedent:

(i) The Lead Arrangers shall be satisfied with the definitive agreement relating to the Acquisition (including all schedules and exhibits thereto) (the “Acquisition Agreement”) (it being understood that the Commitment Parties, the Lenders and the Lead Arrangers hereby acknowledge that they are satisfied with the Acquisition Agreement, dated as of May 16, 2012, and all exhibits, schedules, annexes, attachments and exhibits thereto (including, but not limited to, the terms of the HoldCo Note (as defined in the Acquisition Agreement)) which have been delivered to the Lead Arrangers at 12:43 p.m. on May 16, 2012); and the Acquisition Agreement shall not have been altered, amended or otherwise changed or supplemented or any provision waived or consented to that would be materially adverse to the Lenders (in their capacity as such) without the prior written consent of the Lead Arrangers (it being understood and agreed that any reduction in the purchase price by 10% or more (except as contemplated in the Acquisition Agreement on the date hereof) shall be deemed materially adverse to the Lenders and further that any such reduction in the purchase price shall reduce, on a dollar-for-dollar basis, the amounts available under this Commitment Letter of the Target Senior Secured Credit Facilities and/or Target Bridge Facility or the Notes, at the option of Lead Arrangers).

(ii) There has been no Company Material Adverse Effect (as defined in the Acquisition Agreement) since the date of this Commitment Letter.

(iii) The Lead Arrangers shall have received: (A) as soon as available and in any event within 45 days after the end of each of the first three fiscal quarters of the 2012 fiscal year beginning with the fiscal quarter ending June 30, 2012, an unaudited balance sheet and related statements of operations and cash flows of the Target Company for such fiscal quarter and for the elapsed period of the 2012 fiscal year and for the comparable periods of the prior fiscal year (the “Quarterly Financial Statements”) and (B) pro forma balance sheet and related statement of operations of Boyd and the Target Company for fiscal year 2011 and for the latest four-quarter period ending with the latest fiscal quarter covered by the Quarterly Financial Statements, in each case after giving effect to the Transaction (the “Pro Forma Financial Statements”), promptly after the historical financial statements for such periods are available, each of which financial statements shall meet the requirements of Regulation S-X under the Securities Act and all other accounting rules and regulations of the Securities and Exchange Commission promulgated thereunder. Notwithstanding the foregoing, the Target Company will be deemed to have furnished such reports if it or its parent company has filed or furnished such reports with the SEC via the EDGAR filing system and such reports are publicly available

(iv) The Lead Arrangers and the Initial Lenders under the Target Facilities shall have received forecasts prepared by management of the Applicable Borrower, each in form reasonably satisfactory to the Lead Arrangers and the Initial Target Lenders under the Target Facilities, of balance sheets, income statements and cash flow statements for each quarter for the first two years following the Acquisition Closing Date, and for each year commencing with the first fiscal year following the Acquisition Closing Date for the term of each Target Facility.

Annex II-C-1

(v) The Acquisition Closing Date shall not occur less than 20 days after the delivery of the applicable Information Memorandum.

(vi) All fees then due to the Administrative Agent, the Lead Arrangers and the Initial Lenders shall have been paid, and all expenses to be paid or reimbursed to the Administrative Agent and the Lead Arrangers that have been invoiced a reasonable period of time prior to the closing of the Facilities (and in any event, invoiced at least 3 business days prior to the closing of the Facilities (except as otherwise agreed by Boyd)) shall have been paid.

(vii) The Lead Arrangers shall have received reasonably satisfactory evidence that Acquisition Co. shall have received an investment from Boyd in an amount of not less than $200.0 million.

(viii) After giving effect to the Transaction, the Companies shall have outstanding no indebtedness for borrowed money or preferred stock other than (a) the loans and other extensions of credit under the Facilities and (b) other indebtedness for borrowed money as set forth on Annex IV hereto. The Lead Arrangers shall have received reasonably satisfactory evidence of repayment of all indebtedness of such entities to be repaid on the closing of the Facilities.

(ix) Each of the Borrowers and each of the applicable Guarantors under each Facility shall have provided the documentation and other information to the applicable Administrative Agent that are required by regulatory authorities under applicable “know-your-customer” rules and regulations, including the Patriot Act, at least 10 business days prior to the closing of the Facilities.

(x) Boyd shall have received all governmental and/or regulatory approvals (including approvals from all applicable gaming authorities) necessary to consummate the Transaction (including on the terms and conditions contemplated by this Commitment Letter and the Fee Letter).

(xi) The Initial Target Lender shall have received certification as to the financial condition and solvency of the Target Company or Acquisition Co., as applicable (as used in this Annex III, the “Applicable Borrower”), from the chief financial officer of such entity. The Initial Target Lenders shall have received reasonably satisfactory customary opinions of counsel to the Applicable Borrower and any applicable Guarantors under each Target Facility (which shall cover, among other things, authority, legality, validity, binding effect and enforceability of the documents for such Facility and creation and perfection of the liens granted thereunder on the collateral) and of appropriate local counsel and such customary corporate resolutions, certificates and other closing documents as such lenders shall reasonably require.

(xii) In each case, subject to Section 5 of this Commitment Letter: with respect to the Target Senior Credit Facilities, if the Target Company is the Applicable Borrower, all filings, recordations and searches necessary or desirable in connection with the liens and security interests in the collateral shall have been duly made; all filing and recording fees and taxes shall have been duly paid and any title insurance reasonably requested by each of the Administrative Agents under the Target Senior Credit Facilities with respect to real property interests of the Target Company and the Guarantors under the Target Senior Credit Facilities shall have been obtained. If the Target Company is the Applicable Borrower, the Target Senior Administrative Agent shall have

Annex II-C-2

received the results of recent lien searches in each relevant jurisdiction with respect to the Target Company and its subsidiaries, and such search results shall reveal no material liens on any material assets of the Target Company and its subsidiaries other than Permitted Liens (consistent with the term as defined in the indenture governing the Existing Senior Secured Notes). If Acquisition Co. is the Applicable Borrower, the Target Senior Administrative Agent shall have received the results of recent lien searches in each relevant jurisdiction with respect to Acquisition Co. and such search results shall reveal no material liens on any cash or cash equivalents of Acquisition Co. except for customary permitted liens and liens to be discharged on or prior to the Acquisition Closing Date pursuant to documentation reasonably satisfactory to the Target Senior Administrative Agent. The Initial Target Lenders shall be satisfied with the amount, types and terms and conditions of all insurance maintained by the Applicable Borrower and its subsidiaries, and the Target Lenders shall have received endorsements naming the Target Senior Administrative Agent, on behalf of such Lenders, as an additional insured or loss payee, as the case may be, under all insurance policies to be maintained with respect to the properties of the Applicable Borrower and its subsidiaries forming part of the collateral under the Target Senior Credit Facilities. If the Target Company is the Applicable Borrower, (A) the collateral under the Target Senior Credit Facilities described in this clause will be comparable to the Collateral as defined in the indenture governing the Existing Secured Notes and (B) the documentation granting the Target Senior Administrative Agent a security interest in such collateral will be comparable to the documentation provided to the Collateral Agent under and as defined in the indenture governing the Existing Secured Notes.

(xiii) Boyd shall have engaged one or more investment banks (the “Investment Banks”) reasonably satisfactory to the Lead Arrangers to sell or place the Notes and (a) the Investment Banks shall have received (i) a preliminary offering memoranda or preliminary private placement memoranda (“Offering Document”), which shall be in customary complete form or which, with respect to the description of notes and any other parts thereof for which the Investment Banks’ or their advisors’ cooperation or approval is required for them to be complete, the Applicable Borrower shall have used its commercially reasonable efforts to cause it to be complete, and in either case, which Offering Document shall contain information regarding the Applicable Borrower of type and form customarily included in private placements under Rule 144A of the Securities Act and financial statements, pro forma financial statements, business and other financial data of the type required in a registered offering by Regulation S-X and Regulation S-K under the Securities Act (other than Rule 3-10 of Regulation S-X and subject to exceptions customary for private placements pursuant to Rule 144A of the Securities Act) and (ii) drafts of customary “comfort” letters (including “negative assurance” comfort) that independent accountants of the Applicable Borrower would be prepared to deliver upon completion of customary procedures in connection with the offering of the Target Notes and (b) the Investment Banks shall have been afforded a consecutive 15 business-day period ending on the day that is two business days prior to the Acquisition Closing Date to seek to offer and sell or privately place the Target Notes with qualified purchasers thereof; provided that such 15 business-day period shall exclude the days from (x) August 20, 2012 through and including September 4, 2012 and (y) December 17, 2012 through and including December 31, 2012.

Annex II-C-3

ANNEX IV

DEBT

Boyd Bank credit facility

Boyd 9.125% senior notes due 2018

New bridge refinancing facility and/or notes of Boyd

Boyd 6.75% senior subordinated notes due 2014

Boyd 7.125% senior subordinated notes due 2016

Other long-term debt with a principal balance of less than $12 million related to aircraft

Target Senior Secured Credit Facilities

Target Senior Bridge Facility and/or Notes

Holdco Note

DJL term loan

KSC term loan

KSC slot vendor financing

PGL capital lease obligation

Annex IV-1