First Amendment to Second Amended and Restated Credit Agreement



 EXHIBIT 10.31 
  
 FIRST AMENDMENT TO 
 SECOND AMENDED AND RESTATED CREDIT AGREEMENT 
  
 THIS FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is made and dated as of June 30, 2003, by and among BOYD GAMING CORPORATION, a Nevada corporation (the “Borrower”) and
CANADIAN IMPERIAL BANK OF COMMERCE (“CIBC”), as administrative agent and collateral agent (herein, in such capacity, called the “Administrative Agent”), for the commercial lending institutions party to the
hereinafter-described Credit Agreement (collectively, the “Lenders”). 
  
 RECITALS 
  
 A.     The Borrower and the Lenders entered into that certain Second Amended and Restated Credit Agreement dated as of June 24, 2002, (the “Credit Agreement”), pursuant to which the Lenders agreed
to extend credit to the Borrower on the terms and subject to the conditions set forth therein. 
  
 B.     The Borrower and the Lenders desire to further amend certain terms and conditions of the Credit Agreement pursuant to this Amendment. 
  
 NOW, THEREFORE, in consideration of the above Recitals and for other good and
valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto hereby agree to amend the Credit Agreement as follows: 
  
 AGREEMENT 
  
 1.      The Credit Agreement is hereby amended as follows: 
  
 a.      Section 7.2.6 of the Credit Agreement
is hereby amended to read in its entirety as follows: 
  
 SECTION
7.2.6 Restricted Payments. 
  
 (a)  Neither the Borrower nor any of its Subsidiaries shall purchase, or defease or redeem the Senior Notes or any Subordinated Debt; provided, however, that (i) the Borrower may make such purchases or redemptions of
the Senior Notes due 2003 if both before and after giving effect thereto, there shall not exist a Default or an Event of Default, and (ii) the Borrower may make such purchases or redemptions of the Senior Notes due 2009 or any Subordinated Debt if
(A) both before and after giving effect thereto, there shall not exist a Default or an Event of Default, and (B) the aggregate amount of such purchases or redemptions (exclusive of any refinancing of the Senior Notes due 2009 or any Subordinated
Debt from the proceeds of a Permitted Subordinated Debt Issuance) in any Fiscal Year commencing on or after January 1, 2003, together with any amounts declared and made under Section 7.2.6(b) during such Fiscal Year, does not exceed
$25,000,000 and provided, further that the Borrower may, after prior written notice to the Lenders, redeem, purchase or defease any Senior Notes or Subordinated Debt that any Gaming Board has ordered so purchased, redeemed or defeased.








 (b)  The Borrower will not declare, pay or make any dividend or distribution
(in cash, property or obligations) on any shares of any class of Capital Stock (now or hereafter outstanding) of the Borrower or on any warrants, options or other rights with respect to any shares of any class of Capital Stock (now or hereafter
outstanding) of the Borrower or apply, or permit any of its Subsidiaries to apply, any of its funds or assets to the purchase or redemption of any shares of Capital Stock of the Borrower unless (i) both before and after giving effect to any such
dividend, distribution, purchase or redemption, there shall not exist a Default or an Event of Default and (ii) the aggregate amount of such dividends or distributions declared and purchases or redemptions made in any Fiscal Year commencing on or
after January 1, 2003, together with any amounts first paid or committed (without duplication) under Section 7.2.6(a) during such Fiscal Year, does not exceed $25,000,000; provided, that the Borrower may, after prior written notice to
the Lenders, purchase or redeem any shares of its Capital Stock that any Gaming Board has ordered so purchased or redeemed. 
  
 (c)  Except to the extent permitted by clause (a) above, the Borrower will not, and will not permit any of its Subsidiaries to
make any payment or prepayment of Subordinated Debt on any day other than the stated scheduled date for such payment set forth in the Subordinated Debt. 
  
 2.      Effective Date.  This Amendment shall be effective on the date on which: 
  
 a.      This Amendment shall have been executed
by the Borrower and the Majority Lenders; and 
  
 b.      The Agent shall have received executed acknowledgment and reaffirmations, substantially in the form set forth in Exhibit A hereto, duly executed by each of the Guarantors. 
  
 3.      Representations and
Warranties.  The Borrower hereby represents and warrants to the Agent and the Lenders as follows: 
  
 a.      The Borrower has the power and authority and the legal right to execute, deliver and perform this Amendment and has
taken all necessary action to authorize the execution, delivery and performance of this Amendment. This Amendment has been duly executed and delivered by the Borrower. The Credit Agreement (as amended by this Amendment) and the other Loan Documents
to which the Borrower is party constitute legal, valid, and binding obligations of the Borrower, enforceable against the Borrower in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and other
similar laws now or hereafter in effect relating to creditors’ rights generally, and general principles of equity. 
  
 b.      At and as of the date of execution hereof and at and as of the effective date of this Amendment and after giving
effect to this Amendment: (1) the representations and warranties of the Borrower contained in the Credit Agreement are true and correct in all respects, and (2) no Default or Event of Default has occurred and is continuing under the Credit
Agreement. 
  
 4.      Reaffirmation of Credit Agreement.  This Amendment shall be deemed to be an amendment to the Credit Agreement, and the Credit Agreement, as amended hereby, is hereby ratified, approved
and confirmed in each and every respect. All references to the Credit 
  

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 Agreement in any other document, instrument, agreement or writing shall hereafter be deemed to refer to the Credit
Agreement as amended hereby. 
  
 5.      Reaffirmation of Loan Documents.  The Borrower hereby further affirms and agrees that (a) the execution and delivery by the Borrower of and the performance of its obligations under the
Credit Agreement, as amended by this Amendment, shall not in any way amend, impair, invalidate or otherwise affect any of the obligations of the Borrower or the rights of the Agent or the Lenders under any of the Loan Documents or any other document
or instrument made or given by the Borrower in connection therewith, and (b) the term “Obligations” as used in the Loan Documents includes, without limitation, the Obligations of the Borrower under the Credit Agreement as amended by this
Amendment. 
  
 6.      Miscellaneous Provisions. 
  
 a.      Survival.  The provisions of this Amendment shall survive to the extent provided in Section 10.5 of the Credit Agreement. 
  
 b.      Governing Law.  THIS
AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF NEVADA. 
  
 c.      Counterparts.  This Amendment may be executed in any number of counterparts, all of which together shall constituted one agreement. 
  
 d.      No Other
Amendment.  Except as expressly amended herein, the Credit Agreement, the other Loan Documents and all documents, instruments and agreements relating thereto or executed in connection therewith shall remain in full force and effect as
currently written. 
  

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 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective
officers thereunto duly authorized on July 31, 2003. 
  

	BOYD GAMING CORPORATION
		
	 By:
	 	 /s/    ELLIS LANDAU


	Title:	 	Executive Vice President


  

	CANADIAN IMPERIAL BANK OF COMMERCE, as Administrative Agent
		
	 By:
	 	 /s/    PAUL J. CHAKMAK


	 Name:
 Title:
	 	 Paul J. Chakmak
 Managing Director, CIBC
World
 Markets Corp., AS AGENT



  

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 EXHIBIT A to First Amendment to Second 
 Amended and Restated Credit Agreement 
  
 June 30, 2003 
  
 The parties listed on

 the signature pages hereof 
 c/o Boyd Gaming Corporation

 2950 South Industrial Road 
 Las Vegas, Nevada 89109

  
 Attention: Chief Financial Officer 
  

	 	Re:	 	Boyd Gaming Corporation 

  
 Gentlemen: 
  
 Please refer to (1)
the Second Amended and Restated Credit Agreement, dated as of June 24, 2002 (the “Credit Agreement”), by and among Boyd Gaming Corporation, as the Borrower, the commercial lending institutions party thereto (collectively, the
“Lenders”), Canadian Imperial Bank of Commerce (“CIBC”), as Administrative Agent and collateral agent for the Lenders (herein, in such capacity, called the “Administrative Agent”) (the Lenders and
the Agent herein are collectively called the “Beneficiaries”) and (2) the Second Amended and Restated General Continuing Guaranty, dated as of June 24, 2002 (the “Guaranty”) to which each of you is now a party in
favor of the Agent for the Beneficiaries. Pursuant to an amendment dated of even date herewith, certain terms of the Credit Agreement were amended. We hereby request that you (i) acknowledge and reaffirm all of your obligations and undertakings
under the Guaranty and (ii) acknowledge and agree that the Guaranty is and shall remain in full force and effect in accordance with the terms thereof. 
  

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 Please indicate your agreement to the foregoing by signing in the space provided below, and returning the
executed copy to the undersigned. 
  

	 	 	 CANADIAN IMPERIAL BANK OF
 COMMERCE, as Administrative Agent

			
	 	 	 By:
	 	 /s/    PAUL J.
CHAKMAK        


	 	 	 Name:
 Title:
	 	 Paul J. Chakmak
 Managing
Director
 CIBC World Markets Corp.,
 AS
AGENT

		
	Acknowledged and
Agreed:                                       
         	 	 MARE-BEAR, INC.,
 a Nevada
corporation

			
	 	 	 By:
	 	 /s/    ELLIS LANDAU


	 	 	Title:	 	 Sr. VP, Treasurer and Chief Financial Officer


		
	 	 	SAM-WILL, INC., a Nevada corporation
			
	 	 	 By:
	 	 /s/    ELLIS LANDAU


	 	 	Title:	 	 Sr. VP, Treasurer and Chief Financial Officer


		
	 	 	BOYD TUNICA, INC., a Mississippi corporation
			
	 	 	 By:
	 	 /s/    ELLIS LANDAU


	 	 	Title:	 	 Sr. VP, Treasurer and Chief Financial Officer


		
	 	 	 CALIFORNIA HOTEL AND CASINO, a Nevada
 corporation

			
	 	 	 By:
	 	 /s/    ELLIS LANDAU  


	 	 	Title:	 	 Sr. VP, Treasurer and Chief Financial Officer


		
	 	 	 CALIFORNIA HOTEL FINANCE
 CORPORATION, a Nevada corporation

			
	 	 	 By:
	 	 /s/    ELLIS LANDAU


	 	 	Title:	 	 Vice President, Treasurer and Chief Financial Officer



  

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	 	 	 BOYD ATLANTIC CITY, INC., a New Jersey
 corporation

			
	 	 	 By:
	 	 /s/    ELLIS
LANDAU      


	 	 	Title:	 	 Vice President, Treasurer and Chief Financial Officer


		
	 	 	ELDORADO, INC., a Nevada corporation
			
	 	 	 By:
	 	 /s/    ELLIS LANDAU


	 	 	Title:	 	 Sr. VP, Treasurer and Chief Financial Officer


		
	 	 	 PAR-A-DICE GAMING CORPORATION,
 an Illinois corporation

			
	 	 	 By:
	 	 /s/    ELLIS LANDAU


	 	 	Title:	 	 Vice President, Treasurer and Chief Financial Officer


		
	 	 	BOYD KENNER, INC., a Louisiana corporation
			
	 	 	 By:
	 	 /s/    ELLIS LANDAU  


	 	 	Title:	 	 Sr. VP, Treasurer and Chief Financial Officer


		
	 	 	 BOYD LOUISIANA L.L.C., a Nevada limited
 liability company

			
	 	 	 By:
	 	 /s/    WILLIAM S. BOYD


	 	 	Title:	 	 Manager


		
	 	 	M.S.W., INC., a Nevada corporation
			
	 	 	 By:
	 	 /s/    ELLIS LANDAU


	 	 	Title:	 	 Sr. VP, Treasurer and Chief Financial Officer


		
	 	 	 TREASURE CHEST CASINO, L.L.C., a Louisiana
 limited liability company

			
	 	 	 By:
	 	Boyd Kenner, Inc., Managing Agent
	 	 	 	 	 

  
  

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	 	 	 By:
	 	 /s/    ELLIS LANDAU


	 	 	Title:	 	 Sr. VP, Treasurer and Chief Financial Officer


		
	 	 	 BLUE CHIP CASINO, LLC, an Indiana limited
 liability company
  
 By:   Boyd Indiana, Inc., an Indiana
corporation, its sole member

			
	 	 	 By:
	 	 /s/    ELLIS LANDAU


	 	 	Title:	 	 Sr. VP, Treasurer and Chief Financial Officer


		
	 	 	 BOYD INDIANA, INC., an Indiana
 corporation

			
	 	 	 By:
	 	 /s/    ELLIS LANDAU


	 	 	Title:	 	 Sr. VP, Treasurer and Chief Financial Officer


		
	 	 	 BOYD LOUISIANA RACING, INC., a Louisiana
 corporation

			
	 	 	 By:
	 	 /s/    ELLIS LANDAU  


	 	 	Title:	 	 Sr. VP, Treasurer and Chief Financial Officer


		
	 	 	 BOYD RACING, L.L.C., .a Louisiana limited
 liability company

			
	 	 	 By:
	 	 /s/    WILLIAM S. BOYD


	 	 	Title:	 	 Manager



  

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