Second Amendment to the Purchase Agreement entered into as of February 16, 2007, by and among Boyd Gaming Corporation, the Aragon Group and the other parties thereto

"Change in Control" has the meaning ascribed to such term in Parent's 2002 Stock Incentive Plan (Amended and Restated) as in effect as of the date of this Second Amendment without giving any effect to any subsequent changes to such definition pursuant to such plan or any replacement plan.

***

"Prime Rate" means the interest rate (but not necessarily the best or lowest rate charged borrowing customers of Bank of America, N.A., a national banking association or any successor thereto (collectively, ("BOA")) published or announced by BOA from time to time as its prime rate. Each change in the rate of interest shall become effective on the date each Prime Rate change is published or announced by BOA. If BOA is no longer in existence or no longer publishes its Prime Rate, then the Prime Rate shall be as set forth in The Wall Street Journal Money Column or if The Wall Street Journal is no longer being published, as set forth in any comparable publication.

(i) Subject to the provisions of Section 1.03(b)(ii) of this Agreement, the Contingent Purchase Price, together with interest thereon calculated in accordance with Section 1.03(b)(v), shall become due and payable on the earliest of the following dates (the "Contingent Purchase Price Due Date") (no cure period being applicable to such date): (A) two (2) Business Days after March 1, 2010 (the "Third Anniversary"), unless *** on or prior to the Third Anniversary (in which case subject to Section 1.03(b)(iii) hereof, neither the Contingent Purchase Price nor any interest shall become due or payable); (B) two (2) Business Days after ***; (C) two (2) Business Days after the closing of the Sale of the Real Property or Business, but only in the event that the same occurs before ***, or (D) five (5) Business Days after the occurrence of a Change in Control of Parent, but only in the event that the same occurs before ***. In the event that Purchaser and Purchaser Affiliate fail to pay the then outstanding balance of the Contingent Purchase Price (including interest thereon) on any Contingent Purchase Price Due Date that arises from a Change in Control of Parent as described in clause (D) above, then Purchaser and Purchaser Affiliate shall pay (in addition to the Contingent Purchase Price and interest thereon) a late payment fee to the order of Shareholder Representative for the benefit and on behalf of the Shareholders and Partners in an amount equal to ten percent (10%) of the then outstanding balance of the Contingent Purchase Price and accrued interest thereon (the "Late Payment Fee").

(ii) Notwithstanding the foregoing or anything contained in this Agreement to the contrary other than the terms of Section 1.03(b)(iii) hereof and notwithstanding any payment or prepayment of the Contingent Purchase Price, in the event that *** prior to a Sale of the Real Property or Business, then the Contingent Purchase Price shall not (other than as provided in Section 1.03(b)(iii) hereof) become due or payable and Purchaser and Purchaser Affiliate shall

not (other than as provided in Section 1.03(b)(iii) hereof) have any Liability or obligation to pay (and Parent shall have no obligation or Liability under Section 1.03(d) to guarantee payment of) the Contingent Purchase Price or any Late Payment Fee, and any amount of the Contingent Purchase Price that has been theretofore paid or prepaid, together with any and all interest that has been theretofore paid on any such Contingent Purchase Price and any amount of Late Payment Fee that has been theretofore paid, shall be refunded and repaid by the Shareholders and the Partners to Purchaser and Purchaser Affiliate on the date ("Repayment Due Date") that is twenty (20) Business Days after written notice is delivered by Purchaser to Shareholder Representative ***. Each Shareholder's and Partner's Liability for repayment of the Contingent Purchase Price and interest thereon shall not exceed one hundred percent (100%) of such Person's Allocable Portion of the Contingent Purchase Price and interest paid thereon. Each Shareholder's and Partner's Liability for repayment under this Section 1.03(b)(ii) shall be several and not joint and several.

(iii) If, ***, then (A) any amount of the Contingent Purchase Price and interest that has been theretofore refunded to Purchaser and Purchaser Affiliate under Section 1.03(b)(ii), less an amount equal to any amount of the Seller's Portion of Excess Net Proceeds that has been paid, shall be repaid to the Shareholder Representative for the benefit and on behalf of the Shareholders and Partners on the date that is five (5) Business Days after written notice is delivered by Shareholder Representative to Parent ***; (B) to the extent that the Contingent Purchase Price had not become due before *** and therefore had not been paid to the Shareholder Representative (on behalf of each Shareholder and Partner), then the Contingent Purchase Price, less an amount equal to any amount of the Seller's Portion of Excess Net Proceeds that has been paid, shall be paid to the Shareholder Representative for the benefit and on behalf of the Shareholders and Partners on the date that is five (5) Business Days after ***; and (C) thereafter, the Shareholders and Partners shall no longer have any obligation to return the Contingent Purchase Price to any of the Purchaser Parties.

(iv) In the event that a closing of a Sale of the Real Property or Business occurs at any time after *** but before the Third Anniversary or ***, then an amount equal to fifty percent (50%) of the Excess Net Proceeds (the "Seller's Portion of Excess Net Proceeds") shall be paid to the Shareholder Representative for the benefit and on behalf of the Shareholders and Partners within five (5) Business Days after the closing of such sale (the "Seller's Portion of Excess Net Proceeds Due Date"). Purchaser's and Purchaser Affiliate's obligation to pay, and the Shareholder Representative's right (on behalf of each Shareholder and Partner) to receive the Seller's Portion of Excess Net Proceeds as described herein shall expire on the Third Anniversary, provided that the Seller's Portion of Excess Net Proceeds, if and to the extent due and payable prior to such time as provided in this Agreement, is paid in full. Notwithstanding the foregoing or anything

contained in this Agreement to the contrary, and notwithstanding any payment of Seller's Portion of Excess Net Proceeds, in the event that ***, then the Seller's Portion of Excess Net Proceeds shall not become due or payable and Purchaser and Purchaser Affiliate shall not have any Liability or obligation to pay (and Parent shall have no obligation or Liability under Section 1.03(d) to guarantee payment of) the Seller's Portion of Excess Net Proceeds, and any amount of the Seller's Portion of Excess Net Proceeds that has been theretofore paid or prepaid shall be applied against any amount of Contingent Purchase Price that becomes payable under Section 1.03(b)(ii),or, if such Contingent Purchase Price had already been paid, then such amount of Seller's Portion of Excess Net Proceeds shall be refunded and repaid by the Shareholders and the Partners to Purchaser and Purchaser Affiliate on the date ("Seller's Portion of Excess Net Proceeds Repayment Due Date") that is twenty (20) Business Days after ***. Without the prior written consent of the Shareholder Representative, which consent may be withheld in the sole discretion of the Shareholder Representative, the Purchaser Parties shall not sell, dispose or otherwise transfer any assets of or interest in the Company or LLLP, either directly or indirectly, outside the ordinary course of the business of the Company and LLLP between the period commencing on *** and ending on the Third Anniversary, other than pursuant to a sale of all or substantially all of the equity interests in or assets of the Company and LLLP to a third party that is not an Affiliate of the Purchaser Parties in an arms'-length negotiated transaction; provided however that nothing herein shall restrict or prohibit the sale, disposition or other transfer or issuance of any equity interest of the Parent.

(v) Purchaser and Purchaser Affiliate shall pay to the Shareholder Representative, for the benefit and on behalf of the Shareholders and Partners, interest on the unpaid amount of the Contingent Purchase Price that becomes due and payable under this Section 1.03(b), which interest shall be calculated at a rate per annum (computed on the actual number of days elapsed over a 360-day year) equal to the Prime Rate for the period from March 1, 2007 until the date that the Contingent Purchase Price is paid in full. Such amount of interest shall be paid at the same time and manner of payment as and to the extent that the Contingent Purchase Price becomes payable under this Section 1.03(b). All payments of the Contingent Purchase Price hereunder shall be applied first to accrued and unpaid interest and then to the principal amount of the Contingent Purchase Price.

(viii) Any repayment of the Contingent Purchase Price and/or interest thereon under this Agreement shall be paid to the order of Parent for the benefit and on behalf of Purchaser and Purchaser Affiliate, by wire transfer of immediately available funds to such accounts as Parent may reasonably direct by written notice delivered to the Shareholder Representative (on behalf of each Shareholder and Partner) at least two (2) Business Days before the Repayment Due Date or Seller's Portion of Excess Net Proceeds Repayment Due Date.

(ix) ***

(x) The Parent agrees that its guaranty of the obligations of the Purchaser and Purchaser Affiliate to pay the Purchase Price as set forth and provided for in Section 1.03(d) of this Agreement shall apply with equal force and effect to Purchaser's and Purchaser Affiliate's payment obligation of the Contingent Purchase Price portion of the Purchase Price, all interest thereon, the Seller's Portion of Excess Net Proceeds and the Late Payment Fee, as applicable, if and to the extent that the same becomes due as provided in this Agreement.

(xi) The Contingent Purchase Price, interest thereon, the Seller's Portion of Excess Net Proceeds, and the Late Payment Fee, if applicable, if and to the extent that the same becomes due as provided in this Agreement, shall become absolutely due and payable, free and clear of claims or offsets other than the requirement to refund and repay the Contingent Purchase Price and interest thereon, the Late Payment Fee, and/or the Seller's Portion of Excess Net Proceeds pursuant to Section 1.03(b)(ii), Section 1.03(iii) or Section 1.03(iv) hereof, notwithstanding the use of the term "contingent" to describe the Contingent Purchase Price.

(x) The Contingent Purchase Price, interest thereon, the Seller's Portion of Excess Net Proceeds, and the Late Payment Fee, if applicable, if and to the extent that the same becomes refundable or repayable by the Shareholders and the Partners as provided in this Agreement, shall become absolutely due and payable by the Shareholders and the Partners, free and clear of claims or offsets.

(a)   Provided that (and effective only if) Purchaser and Purchaser Affiliate pay the Remaining Purchase Price Payment, together with payment of applicable interest thereon and prorations and credits pursuant to the Agreement, to the order of the Shareholder Representative (on behalf of Shareholders and Partners) on or prior to the Closing Date (such date of payment, the "Release Effective Date"), in consideration of such payment and the execution of this Second Amendment, and for other good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby conclusively acknowledged, each of the Shareholder Representative and the Seller Parties hereby, with effect only on the Release Effective Date, irrevocably releases and waives (i) all of the claims (including without limitation, each and every

claim for breach, material breach and/or default of the Purchase Agreement and/or willful misconduct) that are set forth or described in (collectively, the "Seller Asserted Claims") (A) that certain letter dated January 17, 2007 from the Shareholder Representative to Parent and Morrison & Foerster LLP (the "January 17^th Letter"); and/or (B) that certain letter dated January 19, 2007 from the Shareholder Representative to Parent and Morrison & Foerster LLP (the "January 19^th Letter"), including without limitation, in the Indemnity Notice (the "January 19^th Indemnity Notice") that is set forth in the January 19^th Letter, and (ii) any and all rights and/or remedies that each of the Shareholder Representative and the Seller Parties may have against any one or more of the Purchaser Parties with respect to such Seller Asserted Claims (including without limitation, any right to terminate the Purchase Agreement as a result of such Seller Asserted Claim), and each of the Shareholder Representative and the Seller Parties hereby, with effect only on the Release Effective Date, irrevocably releases each of the Purchaser Parties from any Liability or obligation, including without limitation any Liability for Losses, arising out of or with respect to any and all such Seller Asserted Claims or the subject matter thereof. Each of the Shareholder Representative and the Seller Parties hereby, with effect only on the Release Effective Date, revoke the January 19^th Indemnity Notice, which shall have no force or effect from and after the Release Effective Date. Each of the Shareholders Representative and the Seller Parties represents and warrants, with respect to each Seller Asserted Claim and related right and remedy released hereby, that it has not in any manner assigned, pledged or otherwise voluntarily or involuntarily disposed of or transferred to any Person any interest in any such Seller Asserted Claim, right or remedy, and that all such Seller Asserted Claims, rights and remedies are fully and finally discharged, settled and satisfied, effective on the Release Effective Date. Notwithstanding any conflicting or inconsistent provisions hereof, (I) this release shall not extend to, impair or affect the rights and remedies of the Seller Parties to enforce this Second Amendment and to collect (and enforce its rights and remedies with respect to) the Contingent Purchase Price, interest thereon, the Seller's Portion of Excess Net Proceeds and Late Payment Fee, if applicable, if and to the extent that the same becomes due as provided in this Agreement; and (II) if the Release Effective Date does not occur on or prior to the Closing Date, then this release and this Second Amendment shall be deemed null and void, ab initio, and shall have no force or effect.

(b)   The Seller Parties and the Shareholder Representative acknowledge and agree that (i) the Purchaser Parties do not acknowledge or admit any Liability or obligation whatsoever in connection with the release set forth in Section 9(a), above, nor with respect to any Seller Asserted Claims or matters referred to therein; and (ii) neither such release nor this Second Amendment shall create any evidence or support an inference that any of the Purchaser Parties acknowledges or admits any such Liability or obligation.

(c)   Provided that (and effective only if) Purchaser and Purchaser Affiliate pay the Remaining Purchase Price Payment, together with payment of applicable interest thereon and prorations and credits pursuant to the Agreement, to the order of the Shareholder Representative (on behalf of Shareholders and Partners) on or prior to the Closing Date, in consideration of the execution of this Second Amendment, and for other good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby conclusively acknowledged, each of the Purchaser Parties hereby, with effect only on the Release Effective Date, irrevocably releases and waives (i) all of the claims (including without limitation, each and every claim for breach, material

breach and/or default of the Purchase Agreement and/or willful misconduct) that are set forth or described in (collectively, the "Purchaser Asserted Claims") that certain letter dated January 30, 2007 from the Purchaser Parties to the Seller Parties (the "January 30^th Letter"), and (ii) any and all rights and/or remedies that such Purchaser Party may have against any one or more of the Seller Parties or the Shareholder Representative and with respect to such Purchaser Asserted Claims, and each of the Purchaser Parties hereby, with effect only on the Release Effective Date, irrevocably releases the Shareholder Representative and each of the Seller Parties from any Liability or obligation, including without limitation any Liability for Losses, arising out of or with respect to any and all such Purchaser Asserted Claims or the subject matter thereof. Each of the Purchaser Parties hereby, with effect only on the Release Effective Date, revoke the January 30^th Letter, which shall have no force or effect from and after the Release Effective Date. Each of the Purchaser Parties represents and warrants, with respect to each Purchaser Asserted Claim and related right and remedy released hereby, that it has not in any manner assigned, pledged or otherwise voluntarily or involuntarily disposed of or transferred to any Person any interest in any such Purchaser Asserted Claim, right or remedy, and that all such Purchaser Asserted Claims, rights and remedies are fully and finally discharged, settled and satisfied, effective on the Release Effective Date. Notwithstanding any conflicting or inconsistent provisions hereof, (I) this release shall not extend to, impair or affect the rights and remedies of the Purchaser Parties to enforce this Second Amendment and to collect (and enforce its rights and remedies with respect to) any amount of the Contingent Purchase Price, interest thereon, the Seller's Portion of Excess Net Proceeds and Late Payment Fee, if applicable, if and to the extent that the same becomes refundable or repayable as provided in this Agreement; and (II) if the Release Effective Date does not occur on or prior to the Closing Date, then this release and this Second Amendment shall be deemed null and void, ab initio, and shall have no force or effect.

(d)   The Purchaser Parties acknowledge and agree that (i) the Seller Parties and the Shareholder Representative do not acknowledge or admit any Liability or obligation whatsoever in connection with the release set forth in Section 9(c), above, nor with respect to any Purchaser Asserted Claims or matters referred to therein; and (ii) neither such release nor this Second Amendment shall create any evidence or support an inference that any of the Seller Parties or the Shareholder Representative acknowledges or admits any such Liability or obligation.

(e)   As of the date of this Second Amendment, each party (including the Shareholder Representative) believes that such party has certain contractual rights and remedies under the Purchase Agreement, the Ancillary Agreements and/or applicable law (including, without limitation, rights and remedies under Article XI and Article XII of the Purchase Agreement) based upon the alleged wrongful acts or omissions of the other parties prior to the date of this Second Amendment, including the Seller Asserted Claims and the Purchaser Asserted Claims (the "Rights and Remedies"). In consideration of the execution of this Second Amendment, each party (including the Shareholder Representative) agrees to forbear from exercising such party's Rights and Remedies for the period from the date of this Second Amendment through the Closing Date (the "Forbearance Period"). Without limiting the foregoing, during the Forbearance Period, each party agrees not to exercise any Rights and Remedies or take any actions with respect to the Seller Asserted Claims or the Purchaser Asserted Claims.