LONG-TERM DEBT

Long-term debt, net of current maturities consists of the following:



			June 30, 2015
	Interest							Unamortized
	Rates at		Outstanding		Unamortized			Origination		Long-Term
(In thousands)	June 30, 2015		Principal		Discount			Fees		Debt, Net
Boyd Gaming Corporation Debt:
Bank credit facility	3.77	%	$	1,104,000	$	(3,062	)	$	—	$	1,100,938
9.00% senior notes due 2020	9.00	%	350,000		—			—		350,000
6.875% senior notes due 2023	6.88	%	750,000		—			—		750,000
HoldCo Note	8.00	%	157,810		(9,455		)	—		148,355
			2,361,810		(12,517		)	—		2,349,293

Peninsula Segment Debt:
Bank credit facility	4.25	%	690,013		—			—		690,013
8.375% senior notes due 2018	8.38	%	350,000		—			—		350,000
			1,040,013		—			—		1,040,013
Total long-term debt			3,401,823		(12,517		)	—		3,389,306
Less current maturities			27,688		—			—		27,688
Long-term debt, net			$	3,374,135	$	(12,517	)	$	—	$	3,361,618



			December 31, 2014
	Interest							Unamortized
	Rates at		Outstanding		Unamortized			Origination			Long-Term
(In thousands)	Dec. 31, 2014		Principal		Discount			Fees			Debt, Net
Boyd Gaming Corporation Debt:
Bank credit facility	3.66	%	$	1,387,425	$	(3,589	)	$	—		$	1,383,836
9.125% senior notes due 2018	9.13	%	500,000		—			(4,845		)	495,155
9.00% senior notes due 2020	9.00	%	350,000		—			—			350,000
HoldCo Note	8.00	%	151,740		(11,743		)	—			139,997
			2,389,165		(15,332		)	(4,845		)	2,368,988

Peninsula Segment Debt:
Bank credit facility	4.25	%	742,400		—			—			742,400
8.375% senior notes due 2018	8.38	%	350,000		—			—			350,000
Other	various		3		—			—			3
			1,092,403		—			—			1,092,403
Total long-term debt			3,481,568		(15,332		)	(4,845		)	3,461,391
Less current maturities			29,753		—			—			29,753
Long-term debt, net			$	3,451,815	$	(15,332	)	$	(4,845	)	$	3,431,638

Boyd Gaming Debt

Boyd Bank Credit Facility

The outstanding principal amounts under the Third Amended and Restated Credit Agreement (the "Boyd Gaming Credit Facility") are comprised of the following:



(In thousands)	June 30, 2015		December 31, 2014
Revolving Credit Facility	$	60,000	$	300,000
Term A Loan	206,500		221,375
Term B Loan	813,000		840,750
Swing Loan	24,500		25,300
Total outstanding principal amounts under the Boyd Gaming Credit Facility	$	1,104,000	$	1,387,425

At June 30, 2015, approximately $1.1 billion was outstanding under the Boyd Gaming Credit Facility and $7.1 million was allocated to support various letters of credit, leaving remaining contractual availability of $508.4 million.

Senior Notes

6.875% Senior Notes due May 2023

Significant Terms

On May 21, 2015, we issued $750 million aggregate principal amount of 6.875% senior notes due May 2023 (the "2023 Notes"). The 2023 Notes require semi-annual interest payments on May 15 and November 15 of each year, commencing on November 15, 2015. The 2023 Notes will mature on May 15, 2023 and are fully and unconditionally guaranteed, on a joint and several basis, by certain of our current and future domestic restricted subsidiaries, all of which are 100% owned by us.

The 2023 Notes contain certain restrictive covenants that, subject to exceptions and qualifications, among other things, limit our ability and the ability of our restricted subsidiaries (as defined in the base and supplemental indentures governing the 2023 Notes, together, the "Indenture") to incur additional indebtedness or liens, pay dividends or make distributions or repurchase our capital stock, make certain investments, and sell or merge with other companies. In addition, upon the occurrence of a change of control (as defined in the Indenture), we will be required, unless certain conditions are met, to offer to repurchase the 2023 Notes at a price equal to 101% of the principal amount of the 2023 Notes, plus accrued and unpaid interest and Additional Interest (as defined in the Indenture), if any, to, but not including, the date of purchase. If we sell assets or experience an event of loss, we will be required under certain circumstances to offer to purchase the 2023 Notes.

At any time prior to May 15, 2018, we may redeem the 2023 Notes, in whole or in part, at a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest and Additional Interest, if any, up to, but excluding, the applicable redemption date, plus a make whole premium. Subsequent to May 15, 2018, we may redeem all or a portion of the 2023 Notes at redemption prices (expressed as percentages of the principal amount) ranging from 105.156% in 2018 to 100% in 2021 and thereafter, plus accrued and unpaid interest and Additional Interest.

Debt Financing Costs

In conjunction with the issuance of the 2023 Notes, we incurred approximately $13.5 million in debt financing costs that have been deferred and are being amortized over the term of the 2023 Notes using the effective interest method.

Senior Notes

9.125% Senior Notes due December 2018

During second quarter 2015 we redeemed all of our 9.125% Senior Notes due December 2018 (the "2018 Notes") at a redemption price of 104.563% plus accrued and unpaid interest and Additional Interest (as defined in the indenture governing the 2018 Notes) to the redemption date. The redemption resulted in premium and consent fees paid of $24.0 million and a write-off of unamortized debt financing costs of $4.9 million, all of which were recognized as loss on early extinguishments of debt in our second quarter 2015 financial results.

As a result of this redemption, the 2018 Notes have been fully extinguished.

Peninsula Segment Debt

Bank Credit Facility

The outstanding principal amounts under the Peninsula senior secured credit facility (the "Peninsula Credit Facility") are comprised of the following:



(In thousands)	June 30, 2015		December 31, 2014
Term Loan	$	675,813	$	734,000
Revolving Facility	5,000		2,000
Swing Loan	9,200		6,400
Total outstanding principal amounts under the Peninsula Credit Facility	$	690,013	$	742,400

At June 30, 2015, approximately $690.0 million was outstanding under the Peninsula Credit Facility and $5.6 million was allocated to support various letters of credit, leaving remaining contractual availability of $30.2 million.

Early Extinguishments of Debt

In addition to the redemption of the 2018 Notes, optional prepayments of the Term Loans under the Boyd Gaming Credit Facility and Peninsula Credit Facility have been made resulting in the write-off of a ratable amount of deferred finance charges. The components of the loss on early extinguishments of debt are as follows:



	Three Months Ended				Six Months Ended
	June 30,				June 30,
(In thousands)	2015		2014		2015		2014
9.125% Senior Notes premium and consent fees	$	23,962	$	—	$	23,962	$	—
9.125% Senior Notes deferred finance charges	4,888		—		4,888		—
Boyd Gaming Credit Facility deferred finance charges	1,158		—		1,158		—
Peninsula Credit Facility deferred finance charges	954		904		1,462		1,058
Total loss on early extinguishments of debt	$	30,962	$	904	$	31,470	$	1,058

Covenant Compliance

As of June 30, 2015, we believe that Boyd Gaming and Peninsula were in compliance with the financial and other covenants of their respective debt instruments.