Supplemental Indenture



 Exhibit 4.1 
 FIRST SUPPLEMENTAL INDENTURE 
 This FIRST SUPPLEMENTAL INDENTURE (this
“Supplemental Indenture”) is entered into as of November 9, 2010 by and between Boyd Gaming Corporation, a Nevada corporation (the “Company”), and Wells Fargo Bank, National Association, as trustee under the
indenture referred to below (the “Trustee”). 
 W I T N E S S E T H 

WHEREAS, the Company has heretofore executed and delivered to the Trustee an Indenture, dated as of December 30, 2002 (as amended,
the “Indenture”) providing for the issuance of 7.75% Senior Subordinated Notes due 2012 (the “Notes”); 
 WHEREAS, Section 9.02 of the Indenture provides that the Company, when authorized by a resolution of its Board of Directors, and the Trustee, together with the consent of Holders of at least a
majority in principal amount of the outstanding Notes, voting as a single class, may enter into a supplemental indenture for the purpose of amending or supplementing the Indenture, subject to certain exceptions specified in Section 9.02 of the
Indenture; 
 WHEREAS, pursuant to Section 9.02 of the Indenture, the Company has requested that the Trustee join the
Company in executing this Supplemental Indenture to: eliminate certain covenants contained in Article 4 of the Indenture and eliminate certain of the definitions contained in Article 1 of the Indenture (collectively, the “Proposed
Amendments”), all as contemplated in the Consent Solicitation Statement and Offer to Purchase for Cash Any and All of its $158.832 Million Outstanding Principal Amount 7.75% Senior Subordinated Notes Due 2012 (the “Offer to
Purchase”) made by the Company on October 26, 2010; 
 WHEREAS, the Holders of at least a majority in principal
amount of the outstanding Notes (excluding Notes held by the Company or a Subsidiary of the Company as required by Section 2.08), voting as a single class, have duly consented to the Proposed Amendments; 

WHEREAS, the Company has heretofore delivered or is delivering contemporaneously herewith to the Trustee (i) a copy of the
resolutions of the Company’s Board of Directors authorizing the execution of this Supplemental Indenture; (ii) evidence of the consent of the Holders of Notes described in the immediately preceding clause; and (iii) an Officers’
Certificate and an Opinion of Counsel, each containing the information required by the Indenture; and 
 WHEREAS, all other acts
and things necessary to make this Supplemental Indenture a valid, binding and enforceable instrument and all of the applicable conditions and requirements set forth in the Indenture have been performed and fulfilled and the execution and delivery of
this Supplemental Indenture have been in all respects duly authorized. 

  
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 NOW, THEREFORE, in
consideration of the foregoing and notwithstanding any provisions of the Indenture which, absent this Supplemental Indenture, might operate to limit such action, the parties have executed and delivered this Supplemental Indenture, and the Company
does hereby covenant and agree with the Trustee for the benefit of the Holders, from time to time, of the Notes issued under the Indenture, as follows: 
 1. CAPITALIZED TERMS. 
 (a) Capitalized terms used
herein without definition shall have the meanings assigned to them in the Indenture. 
 (b) Any defined terms and any references
thereto which are used solely in the articles or sections deleted by operation of Section 2 of this Supplemental Indenture are hereby deleted in their entireties from Article 1 of the Indenture. 

2. ELIMINATION OF CERTAIN PROVISIONS OF ARTICLE
4 OF THE INDENTURE. Section 4.05 through and including Section 4.12 and Sections 4.14 through and including 4.19 of the Indenture are hereby deleted in their entireties together with any
references thereto, direct or indirect, in the Indenture. 
 3. OPERATION OF
PROPOSED AMENDMENTS. 
 Upon the execution and delivery of this Supplemental Indenture by the
Trustee and the Company, the Proposed Amendments contained herein will become effective but will not become operative until after the Notes validly tendered pursuant to the Offer to Purchase prior to 5:00 p.m., New York City time on or before the
Consent Date (as defined in the Offer to Purchase) are accepted for purchase by the Company in accordance with the terms and conditions of the Offer to Purchase. 
 4. CONCERNING THE TRUSTEE. 
 The
Trustee accepts the trusts of the Indenture, as supplemented by this Supplemental Indenture, and agrees to perform the same, but only upon the terms and conditions set forth in the Indenture, as supplemented by this Supplemental Indenture, to which
the parties hereto and the Holders, from time to time, of the Notes agree and, except as expressly set forth in the Indenture, shall incur no liability or responsibility in respect thereof. Without limiting the generality of the foregoing, the
Trustee assumes no responsibility for the correctness of the recitals herein contained, which shall be taken as the statements of the Company. The Trustee makes no representation and shall have no responsibility as to the validity or the sufficiency
of this Supplemental Indenture. 

  
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 5.
MISCELLANEOUS. 
 (a) Except as hereby expressly amended, the Indenture is in all respects ratified and confirmed
and all the terms, provisions and conditions thereof shall be and remain in full force and effect. 
 (b) All agreements of the
Company in this Supplemental Indenture shall bind its successors. All agreements of the Trustee in this Supplemental Indenture shall bind its successors. 
 (c) This Supplemental Indenture shall be deemed to be governed by and construed in accordance with the laws of the State of New York without giving effect to applicable principles of conflicts of law.

 (d) If and to the extent that any provision of this Supplemental Indenture limits, qualifies or conflicts with another
provision which is required to be included herein or in the Indenture by the Trust Indenture Act of 1939, such required provision shall control. 
 (e) The titles and headings of the sections of this Supplemental Indenture are for convenience only and shall not affect the construction hereof. 

(f) This Supplemental Indenture may be executed in counterparts, each of which shall be an original; but such counterparts shall together
constitute but one and the same instrument. 
 (g) In case any provision of this Supplemental Indenture shall be invalid,
illegal or unenforceable, the validity, legality and enforceability of the remaining provisions hereof or of the Indenture shall not in any way be affected or impaired thereby. 
 [Signature Page Follows] 

  
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 IN WITNESS WHEREOF,
the parties hereto have caused this First Supplemental Indenture to be duly executed and delivered, all as of the date first above written. 
  

			
	BOYD GAMING CORPORATION
		
	By:	 	 /s/ Keith Smith

	Name:	 	Keith Smith
	Title:	 	President
		
	By:	 	 /s/ Josh Hirsberg

	Name:	 	Josh Hirsberg
	Title:	 	 Senior Vice President, Chief

Financial Officer and Treasurer

	
	WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee
		
	By:	 	 /s/ Maddy Hall

	Name:	 	Maddy Hall
	Title:	 	Vice President



  
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