7TH FLOOR, CA9-705-07-05
LOS ANGELES, CA 90012-1514
BENEFICIARY
APPLICANT
LVE ENERGY PARTNERS, LLC
BOYD GAMING CORPORATION
5429 HARDING HIGHWAY,
3883 HOWARD HUGHES PARKWAY
BUILDING 500
9th FLOOR
MAYS LANDING, NJ 08330
LAS VEGAS, NV 89169
ATTN: PRESIDENT
ATTN: CHIEF FINANCIAL OFFICER
Phone: (609) 837-8010
PHONE: (702) 792-7200
Fax: (XXX) XXX-XXXX
Fax: (702) 792-7342
AMOUNT
NOT EXCEEDING USD 6,000,000
NOT EXCEEDING SIX MILLION and 00/100'S US DOLLARS
EXPIRATION
[EXPIRATION DATE] AT OUR COUNTERS
LADIES AND GENTLEMEN:
WE HEREBY ISSUE OUR LETTER OF CREDIT IN FAVOR OF THE BENEFICIARY FOR THE ACCOUNT
OF THE ABOVE NAMED APPLICANT FOR AN AGGREGATE AMOUNT NOT TO EXCEED SIX MILLION
AND 00/100 U.S. DOLLARS ($6,000,000.00) AVAILABLE FOR PAYMENT BY PRESENTATION OF
YOUR DRAWING REQUEST IN THE FORM OF ANNEX 1 HERETO, SIGNED BY AN AUTHORIZED
OFFICER. THE DRAWING REQUEST(S) MUST BE PRESENTED AT OUR OFFICE AT THE ADDRESS
SPECIFIED ABOVE, ON OR BEFORE THE ABOVE STATED EXPIRATION DATE; PROVIDED,
HOWEVER, THAT IF SUCH DAY IS NOT A BUSINESS DAY (AS HEREINAFTER DEFINED), THE
EXPIRATION DATE SHALL BE THE NEXT FOLLOWING BUSINESS DAY. FOR THE PURPOSES
HEREOF, "BUSINESS DAY" SHALL MEAN ANY DAY ON WHICH BANKS ARE NOT AUTHORIZED OR
REQUIRED TO CLOSE IN LOS ANGELES, CALIFORNIA. YOU MAY ALSO PRESENT YOUR DRAWING
REQUEST BY FACSIMILE AT THE FOLLOWING FAX NUMBER: 213-457-8841, PROMPTLY
CONFIRMED BY TELEPHONE CALL TO 1-800-541-6096 OPT 1, PROVIDED THAT THE GIVING OF
SUCH TELEPHONIC NOTICE SHALL NOT BE A CONDITION OF OUR OBLIGATION TO MAKE
PAYMENT HEREUNDER.
PARTIAL DRAWING AND MULTIPLE PRESENTATIONS ARE PERMITTED. UPON RECEIPT OF ANY OF
YOUR DRAWING REQUEST(S) IN STRICT CONFORMITY WITH THE TERMS AND CONDITIONS OF
THIS LETTER OF CREDIT, NOT LATER THAN 10:00 A.M. PACIFIC TIME WE WILL HONOR THE
SAME BY EFFECTING THE PAYMENT
OF FUNDS BY WIRE NO LATER THAN 3:00 P.M. PACIFIC TIME ON THE SECOND BUSINESS
DAY, IN ACCORDANCE WITH YOUR PAYMENT INSTRUCTIONS. IF WE RECEIVED YOUR DRAWING
REQUEST AFTER 10:00 A.M. PACIFIC TIME WE WILL HONOR THE SAME ON THE THIRD
BUSINESS DAY BY OR BEFORE 3:00 P.M. PACIFIC TIME, IN ACCORDANCE WITH YOUR
PAYMENT INSTRUCTIONS.
THIS LETTER OF CREDIT SHALL BE DEEMED AUTOMATICALLY EXTENDED WITHOUT AMENDMENT
FOR A PERIOD OF ONE (1) YEAR FROM THE PRESENT OR ANY FUTURE EXPIRATION DATE,
UNLESS AT LEAST SIXTY (60) DAYS PRIOR TO ANY EXPIRATION DATE, WE NOTIFY YOU IN
WRITING BY REGISTERED MAIL OR OVERNIGHT COURIER SERVICE AT THE ABOVE ADDRESS,
THAT WE ELECT NOT TO CONSIDER THIS LETTER OF CREDIT EXTENDED FOR ANY SUCH
ADDITIONAL PERIOD.
WE ARE ADVISED BY THE APPLICANT THAT THIS LETTER OF CREDIT IS BEING ISSUED
PURSUANT TO THE PERIODIC FEE AGREEMENT MADE AS OF MARCH 4, 2011("PERIODIC FEE
AGREEMENT") AS SECURITY FOR PAYMENT OF THE PERIODIC FEE AND THE OPERATION AND
MAINTENANCE MONTHLY FEE (AS DEFINED IN THE PERIODIC FEE AGREEMENT).
THIS LETTER OF CREDIT SETS FORTH IN FULL THE TERMS OF OUR OBLIGATIONS TO YOU,
AND OUR UNDERTAKING SHALL NOT IN ANY WAY BE AMENDED OR AMPLIFIED BY REFERENCE TO
ANY DOCUMENTS, INSTRUMENTS OR ANY AGREEMENT