8-K

Form 8-K also provided in PDF format as a courtesy.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 21, 2009

Boyd Gaming Corporation
(Exact name of registrant as specified in its charter)

Nevada	001-12882	88-0242733
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

3883 Howard Hughes Parkway, Ninth Floor
Las Vegas, Nevada    89169
(Address of principal executive offices including zip code)

(702) 792-7200
(Registrant's telephone number, including area code)

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01.    Entry into a Material Definitive Agreement.

The information included in Item 2.03 is incorporated herein by reference.

Item 2.03.    Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

On December 21, 2009, Boyd Gaming Corporation (the "Company") entered into the First Amendment and Consent to First Amended and Restated Credit Agreement, among the Company, certain financial institutions (each a "Lender") and Bank of America, N.A., as administrative agent (the "Amendment"). The Amendment amends certain terms of the First Amended and Restated Credit Agreement dated as of May 24, 2007 (the "Credit Agreement"). The Credit Agreement was filed as Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 9, 2007. Except as amended by the Amendment, the terms of the Credit Agreement remain in effect. The Company issued a press release on December 21, 2009 regarding the Amendment, which press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and incorporated herein by reference.

The Amendment reduces the revolving commitments from $4.0 billion to $3.0 billion and increases the amount of funds available under letters of credit.

The Amendment also adds provisions requiring mandatory prepayment of outstanding loans, and a corresponding commitment reduction, in each case up to an aggregate amount of $600 million, with the net cash proceeds from the incurrence of additional indebtedness by the Company or certain of its subsidiaries. With certain exclusions and conditions, the net cash proceeds from the following incurrence of indebtedness are excluded from the mandatory prepayment and revolving commitment reduction requirements: (i) proceeds from the issuance of debt of the Company to the extent used to refinance the Company's 7.75% Senior Subordinated Notes due 2012, or to repay revolving loans made to the Company within the preceding 180 days which were used by the Company to repay such Notes; (ii) proceeds from the issuance of senior subordinated notes used for the repayment, repurchase or redemption of the Company's 7.75% Senior Subordinated Notes due 2012, 6.75% Senior Subordinated Notes due 2014 and 7.125% Senior Subordinated Notes due 2016; (iii) proceeds used in connection with an acquisition; (iv) proceeds from certain specified indebtedness permitted under the Credit Agreement; and (v) proceeds of up to $400 million not otherwise excluded. The mandatory reduction of the revolving commitments will cease on the current maturity date of the revolving loans, May 24, 2012.

Among other things, the Amendment also:

• Decreases or increases the maximum total leverage ratios for periods ending December 31, 2010 and thereafter as follows: (i) 7.25 to 1.00 for the four quarters ending December 31, 2010; (ii) 7.00 to 1.00 for the four quarters ending March 31, 2011; (iii) 6.75 to 1.00 for the four quarters ending June 30, 2011; (iv) 6.50 to 1.00 for the four quarters ending September 30, 2011; (v) 6.00 to 1.00 for the four quarters ending December 31, 2011; and (vi) 5.50 to 1.00 for the four quarters ending March 31, 2012;

• provides that if a Lender becomes the subject of a bankruptcy or similar proceeding or defaults on or refuses to comply with its funding obligations, the Company may be required to pledge or deposit collateral in an amount not less than such Lender's letter of credit obligations for the benefit of the letter of credit issuer;

• revises the definition of "Consolidated Funded Indebtedness" to (i) exclude cash borrowed by the Company and pledged or deposited by the Company as cash collateral pursuant to the funding obligations discussed in the bullet point above; and (ii) include liabilities under any non-appealable judgment;

• provides for variations in GAAP accounting for the purposes of financial covenants and computations, including without limitation, (i) deconsolidation of certain entities that the Company does not currently consolidate in accordance with GAAP but which are subsequently required to be consolidated for any reason other than direct or indirect majority equity ownership; (ii) exclusion of contracts determined to be leases under GAAP; and (iii) a provision that Echelon and related entities will be considered a project regardless of treatment under GAAP; provided, however, that if the determination is made that Echelon and such related entities should no longer be considered a project in accordance with GAAP, then up to $30 million of pre-opening expenses, impairment charges and exiting and disposal charges incurred after such determination that are otherwise includable in Consolidated EBITDA will be excluded for the purposes of debt covenant calculations and for compliance purposes;

• revises the definition of "Interest Coverage Ratio" (i) to include in the interest computation interest costs associated with derivative instruments not otherwise included in interest expense; and (ii) to exclude from the interest computation (a) non-cash change in value of derivative instruments and (b) gains and losses arising out of the termination of derivative instruments; and

• revises the definition of Consolidated EBITDA to, among other things, (i) modify and clarify provisions relating to inclusion of earnings of the Borgata and non-wholly owned Subsidiaries and earnings of entities acquired by the Company (including acquisitions of substantially all assets of an entity); (ii) exclude interest costs associated with derivative instruments not otherwise included in interest expense; and (iii) exclude non-cash litigation accruals, but include any such amounts at such time as there is a non-appealable judgment or cash payment in respect of a settlement of or judgment in respect of such litigation.

The Amendment also contains provisions permitting the Company to amend and extend the term of the revolving commitments. The extended revolving commitment would not be effective until the Company and individual Lenders agree to participate in such extension pursuant to the terms and conditions contained in the Amendment, and no Lender will be obligated to extend or increase its existing commitment without its consent.

Item 8.01.    Other Events.

The information included in Item 2.03 is incorporated herein by reference.

Item 9.01    Financial Statements and Exhibits.

(d) Exhibits.

 99.1 Boyd Gaming Press Release dated December 21, 2009

SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: December 28, 2009 Boyd Gaming Corporation

/s/ Josh Hirsberg Josh Hirsberg
Senior Vice President, Chief Financial Officer and Treasurer

EXHIBIT INDEX

Exhibit	Description
99.1	Boyd Gaming Press Release dated December 21, 2009      Also provided in PDF format as a courtesy.

EX-99.1 3 exh99-1.htm PRESS RELEASE

Financial Contact:
Josh Hirsberg
(702) 792-7234
joshhirsberg@boydgaming.com

Media Contact:
Rob Meyne
(702) 792-7353
robmeyne@boydgaming.com

BOYD GAMING AMENDS BANK CREDIT FACILITY

LAS VEGAS, NV - DECEMBER 21, 2009 - Boyd Gaming Corporation (NYSE: BYD)today announced it amended (the "Amendment") its First Amended and Restated Credit Agreement dated as of May 24, 2007 (the "Credit Agreement").

"While not required by our lenders, this Amendment provides us with enhanced flexibility and furthers our ability to pursue potential strategic growth opportunities in the future. This Amendment was done with full consideration of our recently announced proposal to acquire the assets of Station Casinos, and that proposal was not contingent on this Amendment," said Keith Smith, President and Chief Executive Officer of Boyd Gaming.

In addition to other changes, pursuant to the Amendment, beginning March 31, 2011, Boyd Gaming's ratio to determine maximum funded debt will increase as follows:

• As of March 31, 2011, 7.00 times EBITDA for the four quarters ending on such date;
• As of June 30, 2011, 6.75 times EBITDA for the four quarters ending on such date;
• As of September 30, 2011, 6.50 times EBITDA for the four quarters ending on such date;
• As of December 31, 2011, 6.00 times EBITDA for the four quarters ending on such date;

• As of March 31, 2012, 5.50 times EBITDA for the four quarters ending on such date.

Under the previous terms of the Credit Agreement, Boyd Gaming's ratio to determine maximum funded debt as of March 31, 2011 would have been 6.50 times EBITDA for the four quarters ending on such date, and would have been 5.25 times EBITDA for the four quarters ending as of the end of each calendar quarter thereafter through March 31, 2012. The Amendment does not modify the existing maximum leverage ratio through September 30, 2010, which ranges from 6.50 to 7.25. For the calendar quarter ending December 31, 2010, the Amendment decreases the maximum leverage ratio from 7.50 to 7.25.

Pursuant to the Amendment, Boyd Gaming reduced its borrowing capacity from $4 billion to $3 billion. The Company currently has approximately $2 billion in outstanding debt under the Credit Agreement, and has remaining incremental capacity of approximately $1 billion.

About Boyd Gaming

Headquartered in Las Vegas, Boyd Gaming Corporation (NYSE: BYD) is a leading diversified owner and operator of 16 gaming entertainment properties located in Nevada, New Jersey, Mississippi, Illinois, Indiana, and Louisiana. Boyd Gaming press releases are available at www.prnewswire.com. Additional news and information on Boyd Gaming can be found at www.boydgaming.com .

Forward-looking Statements

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such statements contain words such as "may," "will," "might," "expect," "believe," "anticipate," "could," "would," "estimate," "continue," "pursue," or the negative thereof or comparable terminology, and may include (without limitation) information regarding Boyd Gaming's expectations, goals or intentions regarding the future, including, but not limited to, statements regarding potential strategic growth opportunities and its proposal to acquire the assets of Station. These forward-looking statements are subject to business and economic risk and reflect the current expectations of Boyd Gaming, and involve subjects that are inherently uncertain and difficult to predict.  Actual results could differ materially from these forward-looking statements because of factors such as: the possibility that Boyd Gaming's proposal will not be accepted; the possibility that Station, Station's lenders and Boyd Gaming will be unable to reach agreement on the terms of a sale of Station assets; failure to achieve approval of the bankruptcy court; and other risks that are inherent for transactions of this type, including other factors described in Boyd Gaming's SEC filings. Boyd Gaming can provide no assurances that there will be future strategic growth opportunities, or if there are, that it will be able to consummate them. Additional factors that could cause actual results to differ are discussed under the heading "Risk Factors" and in other sections of Boyd Gaming's Quarterly Report on Form 10-Q for the quarter ended September 30, 2009, filed with the SEC, and in Boyd Gaming's other current and periodic reports filed from time to time with the SEC. All forward-looking statements in this press release are made as of the date hereof, based on information available to Boyd Gaming as of the date hereof, and Boyd Gaming assumes no obligation to update any forward-looking statement.

EX-99.1

December 28 8K Exhibit 99.1