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                                                                     Exhibit 4.7

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                          REGISTRATION RIGHTS AGREEMENT


                            Dated as of April 8, 2002
                                  by and among

                             Boyd Gaming Corporation

                                       and

                          Deutsche Bank Securities Inc.
                         Banc of America Securities LLC
                            CIBC World Markets Corp.
                              Lehman Brothers Inc.
                      Credit Lyonnais Securities (USA) Inc.
                       Wells Fargo Brokerage Services, LLC
                             Fleet Securities, Inc.
                            Scotia Capital (USA) Inc.
                         SG Cowen Securities Corporation
                         U.S. Bancorp Piper Jaffray Inc.
                            Jefferies & Company, Inc.
                              Libra Securities, LLC

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         This Registration Rights Agreement (this "Agreement") is made and
entered into as of April 8, 2002, 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 8.75% Series A
Senior Subordinated Notes due 2012 (the "Series A Notes") pursuant to the
Purchase Agreement, dated March 27, 2002, (the "Purchase Agreement"), by and
among the Company and the Initial Purchasers.

         In order to induce the Initial Purchasers to purchase the Series A
Notes, the Company has agreed to provide the registration rights set forth in
this Agreement. The execution and delivery of this Agreement is a condition to
the obligations of the Initial Purchasers set forth in Section 3 of the Purchase
Agreement. Capitalized terms used herein and not otherwise defined shall have
the meaning assigned to them in the Indenture, dated April 8, 2002, between the
Company and Wells Fargo Bank, National Association, as Trustee, relating to the
Series A Notes and the Series B Notes (the "Indenture").

         The parties hereby agree as follows:

SECTION 1.   DEFINITIONS

         As used in this Agreement, the following capitalized terms shall have
the following meanings:

         Act: The Securities Act of 1933, as amended, and the rules and
regulations of the Commission promulgated thereunder.

         Affiliate:  As defined in Rule 144 of the Act.

         Broker-Dealer: Any broker or dealer registered under the Exchange Act.

         Certificated Securities: Definitive Notes, as defined in the Indenture.

         Closing Date:  The date hereof.

         Commission:  The Securities and Exchange Commission.

         Consummate: An Exchange Offer shall be deemed "Consummated" for
purposes of this Agreement upon the occurrence of (a) the effectiveness under
the Act of the Exchange Offer Registration Statement relating to the Series B
Notes to be issued in the Exchange Offer, (b) the maintenance of such Exchange
Offer Registration Statement continuously effective and the keeping of the
Exchange Offer open for a period not less than the period required pursuant to
Section 3(b) hereof and (c) the delivery by the Company to the Registrar under
the Indenture of Series B Notes in the same aggregate principal amount as the
aggregate principal amount of Series A Notes validly tendered by Holders thereof
pursuant to the Exchange Offer.

         Consummation Deadline:  As defined in Section 3(b) hereof.

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         Effectiveness Deadline:  As defined in Section 3(a) and 4(a) hereof.

         Exchange Act: The Securities Exchange Act of 1934, as amended, and the
rules and regulations of the Commission promulgated thereunder.

         Exchange Offer: The exchange and issuance by the Company of a principal
amount of Series B Notes (which shall be registered pursuant to the Exchange
Offer Registration Statement) equal to the outstanding principal amount of
Series A Notes that are validly tendered by such Holders in connection with such
exchange and issuance.

         Exchange Offer Registration Statement: The Registration Statement
relating to the Exchange Offer, including the related Prospectus.

         Exempt Resales: The transactions in which the Initial Purchasers
propose to sell the Series A Notes to certain "qualified institutional buyers,"
as such term is defined in Rule 144A under the Act and pursuant to Regulation S
under the Act.

         Filing Deadline:  As defined in Sections 3(a) and 4(a) hereof.

         Holders:  As defined in Section 2 hereof.

         Prospectus: The prospectus included in a Registration Statement at the
time such Registration Statement is declared effective (including, without
limitation, a prospectus that discloses information previously omitted from a
prospectus filed as part of an effective Registration Statement in reliance upon
Rule 430A under the Act), as amended or supplemented by any prospectus
supplement and by all other amendments thereto, including post-effective
amendments, and all material incorporated by reference into such Prospectus.

         Recommencement Date:  As defined in Section 6(d) hereof.

         Registration Default:  As defined in Section 5 hereof.

         Registration Statement: Any registration statement of the Company
relating to (a) an offering of Series B Notes pursuant to an Exchange Offer or
(b) the registration for resale of Transfer Restricted Securities pursuant to
the Shelf Registration Statement, in each case, (i) that is filed pursuant to
the provisions of this Agreement and (ii) including the Prospectus included
therein, all amendments and supplements thereto (including post-effective
amendments) and all exhibits and material incorporated by reference therein.

         Regulation S:  Regulation S promulgated under the Act.

         Rule 144:  Rule 144 promulgated under the Act.

         Series B Notes: The Company's 8.75% Series B Senior Subordinated Notes
due 2012 to be issued pursuant to the Indenture: (i) in the Exchange Offer or
(ii) as contemplated by Section 6 hereof.

         Shelf Registration Statement:  As defined in Section 4 hereof.

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     Suspension Notice:  As defined in Section 6(d) hereof.

     TIA: The Trust Indenture Act of 1939 (15 U.S.C. Section 77aaa-77bbbb) as in
effect on the date of the Indenture.

     Transfer Restricted Securities: Each (A) Series A Note, until the earliest
to occur of (i) the date on which such Series A Note is exchanged in the
Exchange Offer for a Series B Note which is entitled to be resold to the public
by the Holder thereof without complying with the prospectus delivery
requirements of the Act, (ii) the date on which such Series A Note has been
registered under the Act and disposed of in accordance with a Shelf Registration
Statement (and the purchasers thereof have been issued Series B Notes), (iii)
the date on which such Series A Note is distributed to the public pursuant to
Rule 144 under the Act, or (iv) the date on which such Series A Note shall have
ceased to be outstanding and each (B) Series B Note held by a Broker Dealer
until the date on which such Series B Note is disposed of by a Broker-Dealer
pursuant to the "Plan of Distribution" contemplated by the Exchange Offer
Registration Statement (including the delivery of the Prospectus contained
therein).

SECTION 2.   HOLDERS

     A Person is deemed to be a holder of Transfer Restricted Securities (each,
a "Holder") whenever such Person owns Transfer Restricted Securities.

SECTION 3.   REGISTERED EXCHANGE OFFER

     (a)  Unless the Exchange Offer shall not be permitted by applicable federal
law or Commission policy (after the procedures set forth in Section 6(a)(i)
below have been complied with), the Company shall (i) cause the Exchange Offer
Registration Statement to be filed with the Commission on or prior to 60 days
after the Closing Date (such 60th day being the "Filing Deadline"), (ii) use
commercially reasonable efforts to cause such Exchange Offer Registration
Statement to be declared effective by the Commission on or prior to 150 days
after the Closing Date (such 150th day being the "Effectiveness Deadline"),
(iii) in connection with the foregoing, (A) file all pre-effective amendments to
such Exchange Offer Registration Statement as may be necessary in order to cause
it to become effective, (B) file, if applicable, a post-effective amendment to
such Exchange Offer Registration Statement pursuant to Rule 430A under the Act
and (C) use commercially reasonable efforts to cause all necessary filings, if
any, in connection with the registration and qualification of the Series B Notes
to be made under the Blue Sky laws of such jurisdictions as are necessary to
permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of
such Exchange Offer Registration Statement, commence and Consummate the Exchange
Offer. The Exchange Offer shall be on the appropriate form permitting (i)
registration of the Series B Notes to be offered in exchange for the Series A
Notes that are Transfer Restricted Securities and (ii) resales of Series B Notes
by Broker-Dealers that tendered into the Exchange Offer Series A Notes that such
Broker-Dealer acquired for its own account as a result of market making
activities or other trading activities (other than Series A Notes acquired
directly from the Company or any of its Affiliates) as contemplated by Section
3(c) below.

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     (b)  The Company shall use commercially reasonable efforts to cause the
Exchange Offer Registration Statement to be effective continuously, and shall
keep the Exchange Offer open for a period of not less than the minimum period
required under applicable federal and state securities laws to Consummate the
Exchange Offer; provided, however, that in no event shall such period be less
than 20 business days. The Company shall cause the Exchange Offer to comply with
all applicable federal and state securities laws. No securities other than the
Series B Notes shall be included in the Exchange Offer Registration Statement.
The Company shall use commercially reasonable efforts to cause the Exchange
Offer to be Consummated not later than 30 business days after the Exchange Offer
Registration Statement is declared effective (such 30th day being the
"Consummation Deadline").

     (c)  The Company shall include a "Plan of Distribution" section in the
Prospectus contained in the Exchange Offer Registration Statement and indicate
therein that any Broker-Dealer who holds Transfer Restricted Securities that
were acquired for the account of such Broker-Dealer as a result of market-making
activities or other trading activities (other than Series A Notes acquired
directly from the Company or any Affiliate of the Company), may exchange such
Transfer Restricted Securities pursuant to the Exchange Offer. Such "Plan of
Distribution" section shall also contain all other information with respect to
such sales by such Broker-Dealers that the Commission may require in order to
permit such sales pursuant thereto, but such "Plan of Distribution" shall not
name any such Broker-Dealer or disclose the amount of Transfer Restricted
Securities held by any such Broker-Dealer, except to the extent required by the
Commission.

     Because such Broker-Dealer may be deemed to be an "underwriter" within the
meaning of the Act and must, therefore, deliver a prospectus meeting the
requirements of the Act in connection with its initial sale of any Series B
Notes received by such Broker-Dealer in the Exchange Offer, the Company shall
permit the use of the Prospectus contained in the Exchange Offer Registration
Statement by such Broker-Dealer to satisfy such prospectus delivery requirement.
To the extent necessary to ensure that the Prospectus contained in the Exchange
Offer Registration Statement is available for sales of Series B Notes by
Broker-Dealers, the Company agrees to use commercially reasonable efforts to
keep the Exchange Offer Registration Statement continuously effective,
supplemented, amended and current as required by and subject to the provisions
of Section 6(a) and (c) hereof and in conformity with the requirements of this
Agreement, the Act and the policies, rules and regulations of the Commission as
announced from time to time, for a period of 180 days from the Consummation
Deadline or such shorter period as will terminate when all Transfer Restricted
Securities covered by such Registration Statement have been sold pursuant
thereto. The Company shall provide sufficient copies of the latest version of
such Prospectus to such Broker-Dealers, promptly upon request, and in no event
later than one day after such request, at any time during such period.

SECTION 4.    SHELF REGISTRATION

     (a)  Shelf Registration. If (i) the Exchange Offer is not permitted by
applicable law or Commission policy (after the Company has complied with the
procedures set forth in Section 6(a)(i) below) or (ii) if any Holder of Transfer
Restricted Securities shall notify the Company within 20 days following the
Consummation Deadline that (A) such Holder was prohibited by law or Commission
policy from participating in the Exchange Offer or (B) such Holder may not

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resell the Series B Notes acquired by it in the Exchange Offer to the public
without delivering a prospectus and the Prospectus contained in the Exchange
Offer Registration Statement is not appropriate or available for such resales by
such Holder or (C) such Holder is a Broker-Dealer and holds Series A Notes
acquired directly from the Company or any of its Affiliates, then the Company
shall use commercially reasonable efforts to:

         (x) cause to be filed, on or prior to 30 days after the earlier of (i)
     the date on which the Company determines that the Exchange Offer
     Registration Statement cannot be filed as a result of clause (a)(i) above
     and (ii) the date on which the Company receives the notice specified in
     clause (a)(ii) above, (such earlier date, the "Filing Deadline"), a shelf
     registration statement pursuant to Rule 415 under the Act (which may be an
     amendment to the Exchange Offer Registration Statement (the "Shelf
     Registration Statement")), relating to all Transfer Restricted Securities,
     and

         (y) cause such Shelf Registration Statement to become effective on or
     prior to 90 days after the Filing Deadline for the Shelf Registration
     Statement (such 90th day the "Effectiveness Deadline").

         If, after the Company has filed an Exchange Offer Registration
Statement that satisfies the requirements of Section 3(a) above, the Company is
required to file and make effective a Shelf Registration Statement solely
because the Exchange Offer is not permitted under applicable federal law (i.e.,
clause (a)(i) above), then the filing of the Exchange Offer Registration
Statement shall be deemed to satisfy the requirements of clause (x) above;
provided that, in such event, the Company shall remain obligated to meet the
Effectiveness Deadline set forth in clause (y).

         To the extent necessary to ensure that the Shelf Registration Statement
is available for sales of Transfer Restricted Securities by the Holders thereof
entitled to the benefit of this Section 4(a) and the other securities required
to be registered therein pursuant to Section 6(b)(ii) hereof, the Company shall
use commercially reasonable efforts to keep any Shelf Registration Statement
required by this Section 4(a) continuously effective, supplemented, amended and
current as required by and subject to the provisions of Sections 6(b) and (c)
hereof and in conformity with the requirements of this Agreement, the Act and
the policies, rules and regulations of the Commission as announced from time to
time, for a period of at least two years, or one year if such Shelf Registration
Statement is filed at the requests of a Holder or Holders, (in each case, as
such time may be extended pursuant to Section 6(c)(i)) following the Closing
Date, or such shorter period as will terminate when all Transfer Restricted
Securities covered by such Shelf Registration Statement have been sold pursuant
thereto.

         The Company shall be deemed not to have used commercially reasonable
efforts to keep the Shelf Registration Statement effective during the requisite
period if it voluntarily takes any action that would result in Holders of
Transfer Restricted Securities covered thereby not being able to publicly offer
and sell such Transfer Restricted Securities during that period, unless (i) such
action is required by applicable law or (ii) such action is taken by the Company
in good faith and for valid business reasons (not including avoidance of the
Company's obligations hereunder), including the acquisition or divestiture of
assets, so long as the Company promptly thereafter complies with the
requirements of Section 6 hereto, if applicable.

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<PAGE>

     (b) Provision by Holders of Certain Information in Connection with the
Shelf Registration Statement. No Holder of Transfer Restricted Securities may
include any of its Transfer Restricted Securities in any Shelf Registration
Statement pursuant to this Agreement unless and until such Holder furnishes to
the Company in writing, within 15 days after receipt of a request therefor, the
information specified in Item 507 or 508 of Regulation S-K, as applicable, of
the Act for use in connection with any Shelf Registration Statement or
Prospectus or preliminary Prospectus included therein and any other information
reasonably required by the Company in order to fulfill its obligations
hereunder. No Holder of Transfer Restricted Securities shall be entitled to
liquidated damages pursuant to Section 5 hereof unless and until such Holder
shall have provided all such information. Each selling Holder agrees to promptly
furnish additional information as requested by the Commission or as required to
be disclosed in order to make the information previously furnished to the
Company by such Holder not materially misleading.

SECTION 5.  LIQUIDATED DAMAGES

     If (i) any Registration Statement required by this Agreement is not
filed with the Commission on or prior to the applicable Filing Deadline, (ii)
any such Registration Statement has not been declared effective by the
Commission on or prior to the applicable Effectiveness Deadline, (iii) the
Exchange Offer has not been Consummated on or prior to the Consummation Deadline
or (iv) any Registration Statement required by this Agreement is filed and
declared effective but shall thereafter cease to be effective for any 180-day
period during any 360 day period while Transfer Restricted Securities are
outstanding or fail to be usable for its intended purpose without being
succeeded immediately by a post-effective amendment to such Registration
Statement or another Registration Statement that cures such failure and that is
itself declared effective immediately (each such event referred to in clauses
(i) through (iv), a "Registration Default"), then the Company hereby agrees to
pay to each Holder of Transfer Restricted Securities affected thereby liquidated
damages in an amount equal to $.05 per $1,000 in principal amount of Transfer
Restricted Securities held by such Holder for each week that the Registration
Default continues for the first 90-day period immediately following the
occurrence of the first such Registration Default. The amount of the liquidated
damages shall increase by an additional $.05 per week per $1,000 principal
amount of Notes with respect to each subsequent 90-day period until all
Registration Defaults have been cured, up to a maximum amount of liquidated
damages for all Registration Defaults of $.50 per week per $1,000 in principal
amount of Transfer Restricted Securities; provided that the Company shall in no
event be required to pay liquidated damages for more than one Registration
Default at any given time. Notwithstanding anything to the contrary set forth
herein, (1) upon filing of the Exchange Offer Registration Statement (and/or, if
applicable, the Shelf Registration Statement), in the case of (i) above, (2)
upon the effectiveness of the Exchange Offer Registration Statement (and/or, if
applicable, the Shelf Registration Statement), in the case of (ii) above, (3)
upon Consummation of the Exchange Offer, in the case of (iii) above, or (4) upon
the filing of a post-effective amendment to the Registration Statement or an
additional Registration Statement that causes the Exchange Offer Registration
Statement (and/or, if applicable, the Shelf Registration Statement) to again be
declared effective or made usable in the case of (iv) above, the liquidated
damages payable with respect to the Transfer Restricted Securities as a result
of such clause (i), (ii), (iii) or (iv), as applicable, shall cease.

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     All accrued liquidated damages shall be paid to the Holders entitled
thereto, in the manner provided for the payment of interest in the Indenture, on
each Interest Payment Date, as more fully set forth in the Indenture and the
Notes. Notwithstanding the fact that any securities for which liquidated damages
are due cease to be Transfer Restricted Securities, all obligations of the
Company to pay liquidated damages with respect to securities shall survive until
such time as such obligations with respect to such securities shall have been
satisfied in full.

SECTION 6.  REGISTRATION PROCEDURES

     (a)  Exchange Offer Registration Statement. In connection with the Exchange
Offer, the Company shall (x) comply with all applicable provisions of Section
6(c) below, (y) use commercially reasonable efforts to effect such exchange and
to permit the resale of Series B Notes by Broker-Dealers that tendered in the
Exchange Offer Series A Notes that such Broker-Dealer acquired for its own
account as a result of its market making activities or other trading activities
(other than Series A Notes acquired directly from the Company or any of its
Affiliates) being sold in accordance with the intended method or methods of
distribution thereof, and (z) comply with all of the following provisions:

         (i)  If, following the date hereof there has been announced a change in
     Commission policy with respect to exchange offers such as the Exchange
     Offer, that in the reasonable opinion of counsel to the Company raises a
     substantial question as to whether the Exchange Offer is permitted by
     applicable federal law, the Company hereby agrees to seek a no-action
     letter or other favorable decision from the Commission allowing the Company
     to Consummate an Exchange Offer for such Transfer Restricted Securities.
     The Company hereby agrees to pursue the issuance of such a decision to the
     Commission staff level. In connection with the foregoing, the Company
     hereby agrees to take all such other commercially reasonable actions as may
     be requested by the Commission or otherwise required in connection with the
     issuance of such decision, including without limitation (A) participating
     in telephonic conferences with the Commission, (B) delivering to the
     Commission staff an analysis prepared by counsel to the Company setting
     forth the legal bases, if any, upon which such counsel has concluded that
     such an Exchange Offer should be permitted and (C) diligently pursuing a
     resolution (which need not be favorable) by the Commission staff.

         (ii) As a condition to its participation in the Exchange Offer, each
     Holder of Transfer Restricted Securities (including, without limitation,
     any Holder who is a Broker Dealer) shall furnish, upon the request of the
     Company, prior to the Consummation of the Exchange Offer, a written
     representation to the Company (which may be contained in the letter of
     transmittal contemplated by the Exchange Offer Registration Statement) to
     the effect that (A) it is not an Affiliate of the Company, (B) it is not
     engaged in, and does not intend to engage in, and has no arrangement or
     understanding with any person to participate in, a distribution of the
     Series B Notes to be issued in the Exchange Offer and (C) it is acquiring
     the Series B Notes in its ordinary course of business. As a condition to
     its participation in the Exchange Offer each Holder using the Exchange
     Offer to participate in a distribution of the Series B Notes shall
     acknowledge and agree that, if the resales are of Series B Notes obtained
     by such Holder in exchange for Series A Notes acquired directly from the
     Company or an Affiliate thereof, it (1) could not, under

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     Commission policy as in effect on the date of this Agreement, rely on the
     position of the Commission enunciated in Morgan Stanley and Co., Inc.
     (available June 5, 1991) and Exxon Capital Holdings Corporation (available
     May 13, 1988), as interpreted in the Commission's letter to Shearman &
     Sterling dated July 2, 1993, and similar no-action letters (including, if
     applicable, any no-action letter obtained pursuant to clause (i) above),
     and (2) must comply with the registration and prospectus delivery
     requirements of the Act in connection with a secondary resale transaction
     and that such a secondary resale transaction must be covered by an
     effective registration statement containing the selling security holder
     information required by Item 507 or 508, as applicable, of Regulation S-K.

         (iii) To the extent required by Commission policies and procedures,
     prior to effectiveness of the Exchange Offer Registration Statement, the
     Company shall provide a supplemental letter to the Commission (A) stating
     that the Company is registering the Exchange Offer in reliance on the
     position of the Commission enunciated in Exxon Capital Holdings Corporation
     (available May 13, 1988), Morgan Stanley and Co., Inc. (available June 5,
     1991) as interpreted in the Commission's letter to Shearman & Sterling
     dated July 2, 1993, and, if applicable, any no-action letter obtained
     pursuant to clause (i) above, (B) including a representation that the
     Company has not entered into any arrangement or understanding with any
     Person to distribute the Series B Notes to be received in the Exchange
     Offer and that, to the best of the Company's information and belief, each
     Holder participating in the Exchange Offer is acquiring the Series B Notes
     in its ordinary course of business and has no arrangement or understanding
     with any Person to participate in the distribution of the Series B Notes
     received in the Exchange Offer and (C) any other commercially reasonable
     undertaking or representation required by the Commission as set forth in
     any no-action letter obtained pursuant to clause (i) above, if applicable.

     (b) Shelf Registration Statement. In connection with the Shelf Registration
Statement, the Company shall:

         (i)   comply with all the provisions of Section 6(c) below and use
     commercially reasonable efforts to effect such registration to permit the
     sale of the Transfer Restricted Securities being sold in accordance with
     the intended method or methods of distribution thereof (as indicated in the
     information furnished to the Company pursuant to Section 4(b) hereof), and
     pursuant thereto the Company will prepare and file with the Commission a
     Registration Statement relating to the registration on any appropriate form
     under the Act, which form shall be available for the sale of the Transfer
     Restricted Securities in accordance with the intended method or methods of
     distribution thereof within the time periods and otherwise in accordance
     with the provisions hereof, and

         (ii)  issue, upon the request of any Holder or purchaser of Series A
     Notes covered by any Shelf Registration Statement contemplated by this
     Agreement, Series B Notes having an aggregate principal amount equal to the
     aggregate principal amount of Series A Notes sold pursuant to the Shelf
     Registration Statement and surrendered to the Company for cancellation; the
     Company shall register Series B Notes on the Shelf

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     Registration Statement for this purpose and issue the Series B Notes to the
     purchaser(s) of securities subject to the Shelf Registration Statement in
     the names as such purchaser(s) shall designate.

     (c) General Provisions. In connection with any Registration Statement and
any related Prospectus required by this Agreement, the Company shall:

         (i)   use commercially reasonable efforts to keep such Registration
     Statement continuously effective and provide all requisite financial
     statements for the period specified in Section 3 or 4 of this Agreement, as
     applicable. Upon the occurrence of any event that would cause any such
     Registration Statement or the Prospectus contained therein (A) to contain
     an untrue statement of material fact or omit to state any material fact
     necessary to make the statements therein not misleading or (B) not to be
     effective and usable for resale of Transfer Restricted Securities during
     the period required by this Agreement, the Company shall file promptly an
     appropriate amendment to such Registration Statement curing such defect,
     and, if Commission review is required, use commercially reasonable efforts
     to cause such amendment to be declared effective as soon as practicable. If
     at any time the Commission shall issue any stop order suspending the
     effectiveness of the Registration Statement, or any state securities
     commission or other regulatory authority shall issue an order suspending
     the qualification or exemption from qualification of the Transfer
     Restricted Securities under state securities or Blue Sky laws, the Company
     shall use commercially reasonable efforts to obtain the withdrawal or
     lifting of such order at the earliest possible time;

         (ii)  prepare and file with the Commission such amendments and
     post-effective amendments to the applicable Registration Statement as may
     be necessary to keep such Registration Statement effective for the
     applicable period set forth in Section 3 or 4 hereof, as the case may be;
     cause the Prospectus to be supplemented by any required Prospectus
     supplement, and as so supplemented to be filed pursuant to Rule 424 under
     the Act, and to comply fully with Rules 424, 430A and 462, as applicable,
     under the Act in a timely manner; and comply with the provisions of the Act
     with respect to the disposition of all securities covered by such
     Registration Statement during the applicable period in accordance with the
     intended method or methods of distribution by the sellers thereof set forth
     in such Registration Statement or supplement to the Prospectus;

         (iii) advise each Holder promptly and, if requested by such Holder,
     confirm such advice in writing, (A) when the Prospectus or any Prospectus
     supplement or post-effective amendment has been filed, and, with respect to
     any applicable Registration Statement or any post-effective amendment
     thereto, when the same has become effective, (B) of any request by the
     Commission for amendments to the Registration Statement or amendments or
     supplements to the Prospectus or for additional information relating
     thereto, (C) of the issuance by the Commission of any stop order suspending
     the effectiveness of the Registration Statement under the Act or of the
     suspension by any state securities commission of the qualification of the
     Transfer Restricted Securities for offering or sale in any jurisdiction, or
     the initiation of any proceeding for any of the preceding purposes, (D) of
     the existence of any fact or the happening of any event that makes any
     statement of a material fact made in the Registration Statement, the

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     Prospectus, any amendment or supplement thereto or any document
     incorporated by reference therein untrue, or that requires the making of
     any additions to or changes in the Registration Statement in order to make
     the statements therein not misleading, or that requires the making of any
     additions to or changes in the Prospectus in order to make the statements
     therein, in the light of the circumstances under which they were made, not
     misleading;

         (iv)  subject to Section 6(c)(i), if any fact or event contemplated by
     Section 6(c)(iii)(D) above shall exist or have occurred, prepare a
     supplement or post-effective amendment to the Registration Statement or
     related Prospectus or any document incorporated therein by reference or
     file any other required document so that, as thereafter delivered to the
     purchasers of Transfer Restricted Securities, the Prospectus will not
     contain an untrue statement of a material fact or omit to state any
     material fact necessary to make the statements therein, in the light of the
     circumstances under which they were made, not misleading;

         (v)   furnish to each Holder in connection with such exchange or sale,
     if any, before filing with the Commission, copies of any Registration
     Statement or any Prospectus included therein or any amendments or
     supplements to any such Registration Statement or Prospectus (including all
     documents incorporated by reference after the initial filing of such
     Registration Statement), which documents will be subject to the review and
     comment of such Holders in connection with such sale, if any, for a period
     of at least three Business Days, and the Company will not file any such
     Registration Statement or Prospectus or any amendment or supplement to any
     such Registration Statement or Prospectus (including all such documents
     incorporated by reference) to which such Holders shall reasonably object
     within three Business Days after the receipt thereof. A Holder shall be
     deemed to have reasonably objected to such filing if such Registration
     Statement, amendment, Prospectus or supplement, as applicable, as proposed
     to be filed, contains an untrue statement of a material fact or omit to
     state any material fact necessary to make the statements therein not
     misleading or fails to comply with the applicable requirements of the Act;

         (vi)  make available for inspection by each such person who would be an
     "underwriter" as a result of either (i) the sale by such person of Series A
     Notes covered by such Shelf Registration Statement or (ii) the sale during
     the period referred to in Section 3(c) above by a Broker-Dealer of Series B
     Notes (provided that a Broker-Dealer shall not be deemed to be an
     underwriter solely as a result of it being required to deliver a prospectus
     in connection with any resale of Series B Notes) and any attorney,
     accountant or other agent retained by any such person (collectively, the
     "Inspectors"), at the offices where normally kept, during reasonable
     business hours, all financial and other records, pertinent corporate
     documents and properties of the Company and its subsidiaries (collectively,
     the "Records") as shall be reasonably necessary to enable them to exercise
     any applicable due diligence responsibilities, and cause the officers,
     directors and employees of the Company and its subsidiaries to supply all
     information in each case reasonably requested by any such Inspector in
     connection with such Registration Statement. Records which the Company
     determines, in good faith, to be confidential and any Records which it
     notifies the Inspectors are confidential shall not be disclosed by the

                                       10

<PAGE>

     Inspectors unless (i) the disclosure of such Records is necessary to avoid
     or correct a material misstatement or omission in such Registration
     Statement, (ii) the release of such Records is ordered pursuant to a
     subpoena or other order from a court of competent jurisdiction or (iii) the
     information in such Records has been generally available to the public.
     Each selling Holder of such Transfer Restricted Securities and each such
     Broker-Dealer will be required to agree that information obtained by it as
     a result of such inspections shall be deemed confidential and shall not be
     used by it as the basis for any market transactions in the securities of
     the Company unless and until such is made generally available to the
     public. Each selling Holder of such Transfer Restricted Securities and each
     such Broker-Dealer will be required to further agree that it will, upon
     learning that disclosure of such Records is sought in a court of competent
     jurisdiction, give notice to the Company and allow the Company at its
     expense to undertake appropriate action to prevent disclosure of the
     Records deemed confidential;

         (vii)  if requested by any Holders in connection with such exchange or
     sale, promptly include in any Registration Statement or Prospectus,
     pursuant to a supplement or post-effective amendment if necessary, such
     information as such Holders may reasonably request to have included therein
     concerning themselves, including, without limitation, information relating
     to the "Plan of Distribution" concerning their Transfer Restricted
     Securities; and make all required filings of such Prospectus supplement or
     post-effective amendment as soon as practicable after the Company is
     notified of the matters to be included in such Prospectus supplement or
     post-effective amendment;

         (viii) furnish to each Holder in connection with such exchange or sale
     without charge, at least one copy of the Registration Statement, as first
     filed with the Commission, and of each amendment thereto, including all
     documents incorporated by reference therein and all exhibits (including
     exhibits incorporated therein by reference);

         (ix)   deliver to each Holder without charge, as many copies of the
     Prospectus (including each preliminary prospectus) and any amendment or
     supplement thereto as such Persons reasonably may request; the Company
     hereby consents to the use (in accordance with law) of the Prospectus and
     any amendment or supplement thereto by each selling Holder in connection
     with the offering and the sale of the Transfer Restricted Securities
     covered by the Prospectus or any amendment or supplement thereto;

         (x)    upon the request of any Holder, enter into such agreements
     (including underwriting agreements) and make such representations and
     warranties and take all such other actions in connection therewith in order
     to expedite or facilitate the disposition of the Transfer Restricted
     Securities pursuant to any applicable Registration Statement contemplated
     by this Agreement as may be reasonably requested by any Holder in
     connection with any sale or resale pursuant to any applicable Registration
     Statement. In such connection, the Company shall:

                (A) upon request of any Holder, furnish (or in the case of
         paragraphs (2) and (3), use commercially reasonable efforts to cause to
         be furnished) to each Holder, upon Consummation of the Exchange Offer
         or upon the effectiveness of the Shelf Registration Statement, as the
         case may be:

                                       11

<PAGE>

                (1) a certificate, dated such date, signed on behalf of the
         Company by (x) the President or any Vice President of the Company and
         (y) a principal financial or accounting officer of the Company,
         confirming, as of the date thereof, the matters set forth in Sections
         6(dd), 9(a) and 9(b) of the Purchase Agreement and such other similar
         matters as such Holders may reasonably request;

                (2) an opinion, dated the date of Consummation of the Exchange
         Offer or the date of effectiveness of the Shelf Registration Statement,
         as the case may be, of counsel for the Company covering matters similar
         to those set forth in paragraphs (e) through (k) of Section 9 of the
         Purchase Agreement and such other matters as such Holder may reasonably
         request, and in any event including a statement to the effect that such
         counsel has participated in conferences with officers and other
         representatives of the Company, representatives of the independent
         public accountants for the Company and have considered the matters
         required to be stated therein and the statements contained therein,
         although such counsel has not independently verified the accuracy,
         completeness or fairness of such statements; and that such counsel
         advises that, on the basis of the foregoing (relying as to materiality
         to the extent such counsel deems appropriate upon the statements of
         officers and other representatives of the Company and without
         independent check or verification), no facts came to such counsel's
         attention that caused such counsel to believe that the applicable
         Registration Statement, at the time such Registration Statement or any
         post-effective amendment thereto became effective and, in the case of
         the Exchange Offer Registration Statement, as of the date of
         Consummation of the Exchange Offer, contained an untrue statement of a
         material fact or omitted to state a material fact required to be stated
         therein or necessary to make the statements therein not misleading, or
         that the Prospectus contained in such Registration Statement as of its
         date and, in the case of the opinion dated the date of Consummation of
         the Exchange Offer, as of the date of Consummation, contained an untrue
         statement of a material fact or omitted to state a material fact
         necessary in order to make the statements therein, in the light of the
         circumstances under which they were made, not misleading. Without
         limiting the foregoing, such counsel may state further that such
         counsel assumes no responsibility for, and has not independently
         verified, the accuracy, completeness or fairness of the financial
         statements, notes and schedules and other financial data included in
         any Registration Statement contemplated by this Agreement or the
         related Prospectus; and

                (3) a customary comfort letter, dated the date of Consummation
         of the Exchange Offer, or as of the date of effectiveness of the Shelf
         Registration Statement, as the case may be, from the Company's
         independent accountants, in the customary form and covering matters of
         the type customarily covered in comfort letters to underwriters in

                                       12

<PAGE>

                         connection with underwritten offerings, and affirming
                         the matters set forth in the comfort letters delivered
                         pursuant to Section 9(m) of the Purchase Agreement (or,
                         in the case of a person that does not satisfy the
                         conditions for receipt) if a "cold comfort" letter
                         specified in Statement of Auditing Standards No. 72, an
                         "agreed-upon proceduresletter"; and

                         (B)  deliver such other documents and certificates as
                may be reasonably requested by the selling Holders to evidence
                compliance with the matters covered in clause (A) above and with
                any customary conditions contained in any agreement entered into
                by the Company pursuant to this clause (x);

                (xi)     prior to any public offering of Transfer Restricted
         Securities, cooperate with the selling Holders and their counsel in
         connection with the registration and qualification of the Transfer
         Restricted Securities under the securities or Blue Sky laws of such
         jurisdictions as the selling Holders may request and do any and all
         other commercially reasonable acts or things necessary to enable the
         disposition in such jurisdictions of the Transfer Restricted Securities
         covered by the applicable Registration Statement; provided, however,
         that the Company shall not be required to register or qualify as a
         foreign corporation or broker dealer where it is not now so qualified
         or to take any action that would subject it to the service of process
         in suits, other than as to matters and transactions relating to the
         Registration Statement or to taxation, in any jurisdiction where it is
         not now so subject;

                (xii)    in connection with any sale of Transfer Restricted
         Securities that will result in such securities no longer being Transfer
         Restricted Securities, cooperate with the Holders to facilitate the
         timely preparation and delivery of certificates representing Transfer
         Restricted Securities to be sold and not bearing any restrictive
         legends; and to register, subject to compliance with the Indenture,
         such Transfer Restricted Securities in such denominations and such
         names as the selling Holders may request at least two Business Days
         prior to such sale of Transfer Restricted Securities;

                (xiii)   use commercially reasonable efforts to cause the
         disposition of the Transfer Restricted Securities covered by the
         Registration Statement to be registered with or approved by such other
         governmental agencies or authorities as may be necessary to enable the
         seller or sellers thereof to consummate the disposition of such
         Transfer Restricted Securities, subject to the proviso contained in
         clause (xii) above;

                (xiv)    provide a CUSIP number for all Transfer Restricted
         Securities not later than the effective date of a Registration
         Statement covering such Transfer Restricted Securities and provide the
         Trustee under the Indenture with certificates for the Transfer
         Restricted Securities which are in a form eligible for deposit with the
         Depository Trust Company;

                (xv)     otherwise use commercially reasonable efforts to comply
         with all applicable rules and regulations of the Commission, and make
         generally available to its security holders with regard to any
         applicable Registration Statement, as soon as practicable, a
         consolidated earnings statement meeting the requirements of Rule 158

                                       13

<PAGE>

     (which need not be audited) covering a twelve-month period beginning after
     the effective date of the Registration Statement (as such term is defined
     in paragraph (c) of Rule 158 under the Act);

            (xvi)  cause the Indenture to be qualified under the TIA not later
     than the effective date of the first Registration Statement required by
     this Agreement and, in connection therewith, cooperate with the Trustee and
     the Holders to effect such changes to the Indenture as may be required for
     such Indenture to be so qualified in accordance with the terms of the TIA;
     and execute and use commercially reasonable efforts to cause the Trustee to
     execute, all documents that may be required to effect such changes and all
     other forms and documents required to be filed with the Commission to
     enable such Indenture to be so qualified in a timely manner; and

            (xvii) provide promptly to each Holder, upon request, each document
     filed with the Commission pursuant to the requirements of Section 13 or
     Section 15(d) of the Exchange Act.

     (d)    Restrictions on Holders. Each Holder agrees by acquisition of a
Transfer Restricted Security that, upon receipt of the notice referred to in
Section 6(c)(iii)(B) or (C) or any notice from the Company of the existence of
any fact of the kind described in Section 6(c)(iii)(D) hereof (in each case, a
"Suspension Notice"), such Holder will forthwith discontinue disposition of
Transfer Restricted Securities pursuant to the applicable Registration Statement
until (i) such Holder has received copies of the supplemented or amended
Prospectus contemplated by Section 6(c)(iv) hereof, or (ii) such Holder is
advised in writing by the Company that the use of the Prospectus may be resumed,
and has received copies of any additional or supplemental filings that are
incorporated by reference in the Prospectus (in each case, the "Recommencement
Date"). Each Holder receiving a Suspension Notice hereby agrees that it will
either (i) destroy any Prospectuses, other than permanent file copies, then in
such Holder's possession which have been replaced by the Company with more
recently dated Prospectuses or (ii) deliver to the Company (at the Company's
expense) all copies, other than permanent file copies, then in such Holder's
possession of the Prospectus covering such Transfer Restricted Securities that
was current at the time of receipt of the Suspension Notice. The time period
regarding the effectiveness of such Registration Statement set forth in Section
3 or 4 hereof, as applicable, shall be extended by a number of days equal to the
number of days in the period from and including the date of delivery of the
Suspension Notice to the date of delivery of the Recommencement Date.

     (e)   Holder Representative. For purposes of receiving notices or other
documents pursuant to this Section 6, the Holders hereby appoint Latham &
Watkins to act as a representative of the Holders, with the full right and
authority to receive such notices or other documents pursuant to this Section 6,
on behalf of the Holders.

SECTION 7.    REGISTRATION EXPENSES

     (a)   All expenses incident to the Company's performance of or compliance
with this Agreement will be borne by the Company, regardless of whether a
Registration Statement becomes effective, including without limitation: (i) all
registration and filing fees and expenses;

                                       14

<PAGE>

(ii) all fees and expenses of compliance with federal securities and state
Blue Sky or securities laws; (iii) all expenses of printing (including printing
certificates for the Series B Notes to be issued in the Exchange Offer and
printing of Prospectuses), messenger and delivery services and telephone; (iv)
all fees and disbursements of counsel for the Company; and (v) all fees and
disbursements of independent certified public accountants of the Company
(including the expenses of any special audit and comfort letters required by or
incident to such performance).

     The Company will, in any event, bear its internal expenses (including,
without limitation, all salaries and expenses of its officers and employees
performing legal or accounting duties), the expenses of any annual audit and the
fees and expenses of any Person, including special experts, retained by the
Company.

     (b)  In connection with any Registration Statement required by this
Agreement (including, without limitation, the Exchange Offer Registration
Statement and the Shelf Registration Statement), the Company will reimburse the
Initial Purchasers and the Holders of Transfer Restricted Securities who are
tendering Series A Notes in the Exchange Offer and/or selling or reselling
Series A Notes or Series B Notes pursuant to the "Plan of Distribution"
contained in the Exchange Offer Registration Statement or the Shelf Registration
Statement, as applicable, for the reasonable fees and disbursements of not more
than one counsel, who shall be Latham & Watkins, unless another firm shall be
chosen by the Holders of a majority in principal amount of the Transfer
Restricted Securities for whose benefit such Registration Statement is being
prepared.

SECTION 8. INDEMNIFICATION

     (a)  The Company agrees to indemnify and hold harmless each Holder, its
directors, officers and each Person, if any, who controls such Holder (within
the meaning of Section 15 of the Act or Section 20 of the Exchange Act), from
and against any and all losses, claims, damages, liabilities, judgments,
(including without limitation, any reasonable legal or other expenses incurred
in connection with investigating or defending any matter, including any action
that could give rise to any such losses, claims, damages, liabilities or
judgments) caused by any untrue statement or alleged untrue statement of a
material fact contained in any Registration Statement, preliminary prospectus or
Prospectus (or any amendment or supplement thereto) provided by the Company to
any Holder or any prospective purchaser of Series B Notes or registered Series A
Notes, or caused by any omission or alleged omission to state therein a material
fact required to be stated therein or necessary to make the statements therein
not misleading, provided, however, that this indemnity does not apply to any
loss, claim, damage, liability or expense to the extent arising out of an untrue
statement or omission or alleged untrue statement or omission (i) made in
reliance upon and in conformity with written information furnished to the
Company by or on behalf of such Holder or any underwriter with respect to such
Holder, expressly for use in the Registration Statement (or any amendment or
supplement thereto) or any Prospectus (or any amendment or supplement thereto)
or (ii) contained in any preliminary prospectus if such Holder or such
underwriter failed to send or deliver a copy of the Prospectus (in the form it
was first provided to such parties for confirmation of sales) to the person
asserting such losses, claims, damages or liabilities on or prior to the
delivery of such written confirmation of any sale of securities covered thereby
to such party in any case where the Company shall have previously furnished
copies thereof to such Holder or such underwriter, as

                                       15

<PAGE>

the case may be, in accordance with this Agreement, at or prior to the
written confirmation of the sale of such securities to such party and the untrue
statement contained in or the omission from the preliminary prospectus was
corrected in or the omission from the preliminary prospectus was corrected in
the Prospectus (or any amendment or supplement thereto). Any amounts advanced by
the Company to an indemnified party pursuant to this Section 8 as a result of
such losses shall be returned to the Company if it shall be finally determined
by a court of competent jurisdiction in a judgment not subject to appeal or
final review that such indemnified party was not entitled to indemnification by
the Company.

     (b) Each Holder of Transfer Restricted Securities agrees, severally and not
jointly, to indemnify and hold harmless the Company, its directors and officers
and each person, if any, who controls (within the meaning of Section 15 of the
Act or Section 20 of the Exchange Act) the Company, to the same extent as the
foregoing indemnity from the Company set forth in section (a) above, but only
with reference to information included in the Registration Statement or any
Prospectus (or any amendment or supplement thereto) in reliance upon, and in
conformity with, written information furnished to the Company by or on behalf of
such Holder expressly for use in any Registration Statement. In no event shall
any Holder, its directors, officers or any Person who controls such Holder be
liable or responsible for any amount in excess of the amount by which the total
amount received by such Holder with respect to its sale of Transfer Restricted
Securities pursuant to a Registration Statement exceeds (i) the amount paid by
such Holder for such Transfer Restricted Securities and (ii) the amount of any
damages that such Holder, its directors, officers or any Person who controls
such Holder has otherwise been required to pay by reason of such untrue or
alleged untrue statement or omission or alleged omission.

     (c) In case any action shall be commenced involving any person in respect
of which indemnity may be sought pursuant to Section 8(a) or 8(b) (the
"indemnified party"), the indemnified party shall promptly notify the person
against whom such indemnity may be sought (the "indemnifying person") in writing
and the indemnifying party shall assume the defense of such action, including
the employment of counsel reasonably satisfactory to the indemnified party and
the payment of all reasonable fees and expenses of such counsel, as incurred
(except that in the case of any action in respect of which indemnity may be
sought pursuant to both Sections 8(a) and 8(b), a Holder shall not be required
to assume the defense of such action pursuant to this Section 8(c), but may
employ separate counsel and participate in the defense thereof, but the fees and
expenses of such counsel, except as provided below, shall be at the expense of
the Holder). Any indemnified party shall have the right to employ separate
counsel in any such action and participate in the defense thereof, but the fees
and expenses of such counsel shall be at the expense of the indemnified party
unless (i) the employment of such counsel shall have been specifically
authorized in writing by the indemnifying party, (ii) the indemnifying party
shall have failed to assume the defense of such action or employ counsel
reasonably satisfactory to the indemnified party or (iii) the named parties to
any such action (including any impleaded parties) include both the indemnified
party and the indemnifying party, and the indemnified party shall have been
advised by such counsel that there may be one or more legal defenses available
to it which are different from or additional to those available to the
indemnifying party (in which case the indemnifying party shall not have the
right to assume the defense of such action on behalf of the indemnified party).
In any such case, the indemnifying party shall not, in connection with any one
action or separate but substantially similar or related actions in the same
jurisdiction arising out of the same general allegations or circumstances, be

                                       16

<PAGE>

liable for the fees and expenses of more than one separate firm of attorneys
(in addition to any local counsel) for all indemnified parties and all such fees
and expenses shall be reimbursed as they are incurred. Such firm shall be
designated in writing by a majority of the Holders, in the case of the parties
indemnified pursuant to Section 8(a), and by the Company, in the case of parties
indemnified pursuant to Section 8(b). The indemnifying party shall indemnify and
hold harmless the indemnified party from and against any and all losses, claims,
damages, liabilities and judgments by reason of any settlement of any action (i)
effected with the indemnifying party's written consent or (ii) effected without
the indemnifying party's written consent if the settlement is entered into more
than 30 business days after the indemnifying party shall have received a request
from the indemnified party for reimbursement for the fees and expenses of
counsel (in any case where such fees and expenses are at the expense of the
indemnifying party) and, prior to the date of such settlement, the indemnifying
party shall have failed to comply with such reimbursement request. No
indemnifying party shall, without the prior written consent of the indemnified
party, effect any settlement or compromise of, or consent to the entry of
judgment with respect to, any pending or threatened action in respect of which
the indemnified party is or could have been a party and indemnity or
contribution may be or could have been sought hereunder by the indemnified
party, unless such settlement, compromise or judgment (i) includes an
unconditional release of the indemnified party from all liability on claims that
are or could have been the subject matter of such action and (ii) does not
include a statement as to or an admission of fault, culpability or a failure to
act, by or on behalf of the indemnified party.

     (d)  To the extent that the indemnification provided for in this Section 8
is unavailable to an indemnified party in respect of any losses, claims,
damages, liabilities or judgments referred to therein, then each indemnifying
party, in lieu of indemnifying such indemnified party, shall contribute to the
amount paid or payable by such indemnified party as a result of such losses,
claims, damages, liabilities or judgments (i) in such proportion as is
appropriate to reflect the relative benefits received by the Company, on the one
hand, and the Holders, on the other hand, from their sale of Transfer Restricted
Securities or (ii) if the allocation provided by clause 8(d)(i) is not permitted
by applicable law, in such proportion as is appropriate to reflect not only the
relative benefits referred to in clause 8(d)(i) above but also the relative
fault of the Company, on the one hand, and of the Holder, on the other hand, in
connection with the statements or omissions which resulted in such losses,
claims, damages, liabilities or judgments, as well as any other relevant
equitable considerations. The relative fault of the Company, on the one hand,
and of the Holder, on the other hand, shall be determined by reference to, among
other things, whether the untrue or alleged untrue statement of a material fact
or the omission or alleged omission to state a material fact relates to
information supplied by the Company, on the one hand, or by the Holder, on the
other hand, and the parties' relative intent, knowledge, access to information
and opportunity to correct or prevent such statement or omission. The amount
paid or payable by a party as a result of the losses, claims, damages,
liabilities and judgments referred to above shall be deemed to include, subject
to the limitations set forth in Section 8(a), any legal or other fees or
expenses reasonably incurred by such party in connection with investigating or
defending any action or claim.

     The Company and each Holder agree that it would not be just and equitable
if contribution pursuant to this Section 8(d) were determined by pro rata
allocation (even if the Holders were treated as one entity for such purpose) or
by any other method of allocation which does not take account of the equitable
considerations referred to in the immediately preceding

                                       17

<PAGE>

paragraph. The amount paid or payable by an indemnified party as a result of the
losses, claims, damages, liabilities or judgments referred to in the immediately
preceding paragraph shall be deemed to include, subject to the limitations set
forth above, any legal or other expenses reasonably incurred by such indemnified
party in connection with investigating or defending any matter, including any
action that could have given rise to such losses, claims, damages, liabilities
or judgments. Notwithstanding the provisions of this Section 8, no Holder, its
directors, its officers or any Person, if any, who controls such Holder shall be
required to contribute, in the aggregate, any amount in excess of the amount by
which the total received by such Holder with respect to the sale of Transfer
Restricted Securities pursuant to a Registration Statement exceeds (i) the
amount paid by such Holder for such Transfer Restricted Securities and (ii) the
amount of any damages which such Holder has otherwise been required to pay by
reason of such untrue or alleged untrue statement or omission or alleged
omission. No person guilty of fraudulent misrepresentation (within the meaning
of Section 11(f) of the Act) shall be entitled to contribution from any person
who was not guilty of such fraudulent misrepresentation. The Holders'
obligations to contribute pursuant to this Section 8(c) are several in
proportion to the respective principal amount of Transfer Restricted Securities
held by each Holder hereunder and not joint.

SECTION 9.   RULE 144A AND RULE 144

     The Company agrees with each Holder, for so long as any Transfer Restricted
Securities remain outstanding and during any period in which the Company (i) is
not subject to Section 13 or 15(d) of the Exchange Act, to make available, upon
request of any Holder, to such Holder or beneficial owner of Transfer Restricted
Securities in connection with any sale thereof and any prospective purchaser of
such Transfer Restricted Securities designated by such Holder or beneficial
owner, the information required by Rule 144A(d)(4) under the Act in order to
permit resales of such Transfer Restricted Securities pursuant to Rule 144A, and
(ii) is subject to Section 13 or 15 (d) of the Exchange Act, to make all filings
required thereby in a timely manner in order to permit resales of such Transfer
Restricted Securities pursuant to Rule 144.

SECTION 10.  MISCELLANEOUS

     (a)  Remedies. The Company acknowledges and agrees that any failure by the
Company to comply with its obligations under Sections 3 and 4 hereof may result
in material irreparable injury to the Initial Purchasers or the Holders for
which there is no adequate remedy at law, that it will not be possible to
measure damages for such injuries precisely and that, in the event of any such
failure, the Initial Purchasers or any Holder may obtain such relief as may be
required to specifically enforce the Company's obligations under Sections 3 and
4 hereof. The Company further agrees to waive the defense in any action for
specific performance that a remedy at law would be adequate.

     (b)  No Inconsistent Agreements. The Company will not, on or after the date
of this Agreement, enter into any agreement with respect to its securities that
is inconsistent with the rights granted to the Holders in this Agreement or
otherwise conflicts with the provisions hereof. The Company represents and
warrants to the Holders that the rights granted to the Holders hereunder do not
in any way conflict with and are not inconsistent with the rights granted to the
holders of the Company's securities under any agreement in effect on the date
hereof.

                                       18

<PAGE>

     (c)  Amendments and Waivers. The provisions of this Agreement may not be
amended, modified or supplemented, and waivers or consents to or departures from
the provisions hereof may not be given unless (i) in the case of Section 5
hereof and this Section 10(c)(i), the Company has obtained the written consent
of Holders of all outstanding Transfer Restricted Securities and (ii) in the
case of all other provisions hereof, the Company has obtained the written
consent of Holders of a majority of the outstanding principal amount of Transfer
Restricted Securities (excluding Transfer Restricted Securities held by the
Company or its Affiliates). Notwithstanding the foregoing, a waiver or consent
to departure from the provisions hereof that relates exclusively to the rights
of Holders whose Transfer Restricted Securities are being tendered pursuant to
the Exchange Offer, and that does not affect directly or indirectly the rights
of other Holders whose Transfer Restricted Securities are not being tendered
pursuant to such Exchange Offer, may be given by the Holders of a majority of
the outstanding principal amount of Transfer Restricted Securities subject to
such Exchange Offer.

     (d)  Third Party Beneficiary. The Holders shall be third party
beneficiaries to the agreements made hereunder between the Company, on the one
hand, and the Initial Purchasers, on the other hand, and shall have the right to
enforce such agreements directly to the extent they may deem such enforcement
necessary or advisable to protect the rights of Holders hereunder.

     (e)  Notices. All notices and other communications provided for or
permitted hereunder shall be made in writing by hand-delivery, first-class mail
(registered or certified, return receipt requested), telex, telecopier, or air
courier guaranteeing overnight delivery:

          (i)  if to a Holder, at the most current address given by such Holder
     to the Company in accordance with the provisions of this Section 10(e),
     which address initially is, with respect to each Holder, the address set
     forth on the records of the Registrar under the Indenture, with a copy to
     the Registrar under the Indenture; and

          (ii) if to the Company:

                    Boyd Gaming Corporation
                    2950 Industrial Road
                    Las Vegas, Nevada 89109
                    Telecopier No.: (702) 792-7335
                    Attention: Chief Financial Officer

                    With a copy to:

                    Morrison and Foerster LLP
                    19900 MacArthur Boulevard, 12th Floor
                    Irvine, California 92612
                    Telecopier No.: (949) 251-0900
                    Attention: Robert M. Mattson, Jr.

     All such notices and communications shall be deemed to have been duly
given: at the time delivered by hand, if personally delivered; five Business
Days after being deposited in the

                                       19

<PAGE>

mail, postage prepaid, if mailed; when receipt acknowledged, if telecopied; and
on the next business day, if timely delivered to an air courier guaranteeing
overnight delivery.

     The Company, by notice to the Registrar, may designate additional or
different addresses for subsequent notices or communications.

     Copies of all such notices, demands or other communications shall be
concurrently delivered by the Person giving the same to the Trustee at the
address specified in the Indenture.

     The Company shall notify Deutsche Banc. Alex Brown Inc., as representative
of the Initial Purchasers, on the date of the Exchange Offer Registration
Statement or a Shelf Registration Statement, as the case may be, is filed with
the Commission.

     (f)  Successors and Assigns. This Agreement shall inure to the benefit of
and be binding upon the successors and assigns of each of the parties, including
without limitation and without the need for an express assignment, subsequent
Holders; provided, that nothing herein shall be deemed to permit any assignment,
transfer or other disposition of Transfer Restricted Securities in violation of
the terms hereof or of the Purchase Agreement or the Indenture. If any
transferee of any Holder shall acquire Transfer Restricted Securities in any
manner, whether by operation of law or otherwise, such Transfer Restricted
Securities shall be held subject to all of the terms of this Agreement, and by
taking and holding such Transfer Restricted Securities such Person shall be
conclusively deemed to have agreed to be bound by and to perform all of the
terms and provisions of this Agreement, including any restrictions on resale set
forth in this Agreement, the Purchase Agreement, and the Indenture, and such
Person shall be entitled to receive the benefits hereof.

     (g)  Counterparts. This Agreement may be executed in any number of
counterparts and by the parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.

     (h)  Headings. The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.

     (i)  Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE
CONFLICT OF LAW RULES THEREOF.

     (j)  Severability. In the event that any one or more of the provisions
contained herein, or the application thereof in any circumstance, is held
invalid, illegal or unenforceable, the validity, legality and enforceability of
any such provision in every other respect and of the remaining provisions
contained herein shall not be affected or impaired thereby.

     (k)  Entire Agreement. This Agreement is intended by the parties as a final
expression of their agreement and intended to be a complete and exclusive
statement of the agreement and understanding of the parties hereto in respect of
the subject matter contained herein. There are no restrictions, promises,
warranties or undertakings, other than those set forth or referred to herein
with respect to the registration rights granted with respect to the Transfer
Restricted

                                       20

<PAGE>

Securities. This Agreement supersedes all prior agreements and understandings
between the parties with respect to such subject matter.

                            [Signature Page Follows]

                                       21

<PAGE>

     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first written above.

                                BOYD GAMING CORPORATION, a Nevada corporation

                                By:    /s/ Ellis Landau
                                       -----------------------------------------
                                Name:  Ellis Landau
                                Title: Executive Vice President, Treasurer
                                       and Chief Financial Officer

                                      S-1

<PAGE>

DEUTSCHE BANK SECURITIES INC.
BANC OF AMERICA SECURITIES LLC
CIBC WORLD MARKETS CORP.
LEHMAN BROTHERS INC.
CREDIT LYONNAIS SECURITIES (USA) INC.
WELLS FARGO BROKERAGE SERVICES, LLC
FLEET SECURITIES, INC.
SCOTIA CAPITAL (USA) INC.
SG COWEN SECURITIES CORPORATION
U.S. BANCORP PIPER JAFFRAY INC.
JEFFERIES & COMPANY, INC.
LIBRA SECURITIES, LLC

By:  DEUTSCHE BANK SECURITIES INC.


By: /s/ Paul Whyte
    --------------------------------
    Name:  Paul Whyte
    Title: Managing Director



By: /s/ Jacques Brand
    --------------------------------
    Name:  Jacques Brand
    Title: Managing Director

                                      S-2