ONG-TERM DEBT

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



			March 31, 2016
	Interest							Unamortized
	Rates at		Outstanding		Unamortized			Origination			Long-Term
(In thousands)	Mar. 31, 2016		Principal		Discount			Fees and Costs			Debt, Net
Boyd Gaming Corporation Debt
Bank credit facility	3.88	%	$	903,275	$	(2,288	)	$	(8,894	)	$	892,093
9.00% senior notes due 2020	9.00	%	350,000		—			(6,647		)	343,353
6.875% senior notes due 2023	6.88	%	750,000		—			(12,525		)	737,475
6.375% senior notes due 2026	6.38	%	750,000		—			(12,935		)	737,065
			2,753,275		(2,288		)	(41,001		)	2,709,986

Peninsula Segment Debt
Bank credit facility	4.25	%	643,225		—			(11,939		)	631,286
8.375% senior notes due 2018	8.38	%	350,000		—			(5,673		)	344,327
			993,225		—			(17,612		)	975,613
Total long-term debt			3,746,500		(2,288		)	(58,613		)	3,685,599
Less current maturities			27,688		—			—			27,688
Long-term debt, net			$	3,718,812	$	(2,288	)	$	(58,613	)	$	3,657,911



			December 31, 2015
	Interest							Unamortized
	Rates at		Outstanding		Unamortized			Origination			Long-Term
(In thousands)	Dec. 31, 2015		Principal		Discount			Fees and Costs			Debt, Net
Boyd Gaming Corporation Debt
Bank credit facility	3.75	%	$	1,209,725	$	(2,702	)	$	(9,746	)	$	1,197,277
9.00% senior notes due 2020	9.00	%	350,000		—			(7,044		)	342,956
6.875% senior notes due 2023	6.88	%	750,000		—			(12,934		)	737,066
			2,309,725		(2,702		)	(29,724		)	2,277,299

Peninsula Segment Debt
Bank credit facility	4.25	%	662,750		—			(14,143		)	648,607
8.375% senior notes due 2018	8.38	%	350,000		—			(6,357		)	343,643
			1,012,750		—			(20,500		)	992,250
Total long-term debt			3,322,475		(2,702		)	(50,224		)	3,269,549
Less current maturities			29,750		—			—			29,750
Long-term debt, net			$	3,292,725	$	(2,702	)	$	(50,224	)	$	3,239,799

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:



	March 31,		December 31,
(In thousands)	2016		2015
Revolving Credit Facility	$	—	$	240,000
Term A Loan	177,025		183,275
Term B Loan	726,250		730,750
Swing Loan	—		55,700
Total outstanding principal amounts under the Boyd Gaming Credit Facility	$	903,275	$	1,209,725

At March 31, 2016, approximately $0.9 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 $592.9 million.

Senior Notes

6.375% Senior Notes due April 2026

Significant Terms

On March 28, 2016, we issued $750 million aggregate principal amount of 6.375% senior notes due April 2026 (the "6.375% Notes"). The 6.375% Notes require semi-annual interest payments on April 1 and October 1 of each year, commencing on October 1, 2016. The 6.375% Notes will mature on April 1, 2026 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. Net proceeds from the 6.375% Notes were used to pay down the outstanding amount under the Boyd Gaming Revolving Credit Facility and the balance was retained in money market funds and classified as cash equivalents on the condensed consolidated balance sheets.

In conjunction with the issuance of the 6.375% Notes, we incurred approximately $13.0 million in debt financing costs that have been deferred and are being amortized over the term of the 6.375% Notes using the effective interest method.

The 6.375% 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 6.375% 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 6.375% Notes at a price equal to 101% of the principal amount of the 6.375% 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 6.375% Notes.

At any time prior to April 1, 2021, we may redeem the 6.375% 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. After April 1, 2021, we may redeem all or a portion of the 6.375% Notes at redemption prices (expressed as percentages of the principal amount) ranging from 103.188% in 2021 to 100% in 2024 and thereafter, plus accrued and unpaid interest and Additional Interest.

In connection with the private placement of the 6.375% Notes, we entered into a registration rights agreement with the initial purchasers in which we agreed to file a registration statement with the SEC to permit the holders to exchange or resell the 6.375% Notes. We must use commercially reasonable efforts to file a registration statement and to consummate an exchange offer within 365 days after the issuance of the 6.375% Notes, subject to certain suspension and other rights set forth in the registration rights agreement. Under certain circumstances, including our determination that we cannot complete an exchange offer, we are required to file a shelf registration statement for the resale of the 6.375% Notes and to cause such shelf registration statement to be declared effective as soon as reasonably practicable (but in no event later than the 365th day following the issuance of the 6.375% Notes) after the occurrence of such circumstances. Subject to certain suspension and other rights, in the event that the registration statement is not filed or declared effective within the time periods specified in the registration rights agreement, the exchange offer is not consummated within 365 days after the issuance of the 6.375% Notes, or the registration statement is filed and declared effective but thereafter ceases to be effective or is unusable for its intended purpose for a period in excess of 30 days without being succeeded immediately by a post-effective amendment that cures such failure, the agreement provides that additional interest will accrue on the principal amount of the 6.375% Notes at a rate of 0.25% per annum during the 90-day period immediately following any of these events and will increase by 0.25% per annum at the end of each subsequent 90-day period, but in no event will the penalty rate exceed 1.00% per annum, until the default is cured. There are no other alternative settlement methods and, other than the 1.00% per annum maximum penalty rate, the agreement contains no limit on the maximum potential amount of consideration that could be transferred in the event we do not meet the registration statement filing requirements. We currently intend to file a registration statement, have it declared effective and consummate any exchange offer within these time periods. Accordingly, we do not believe that payment of additional interest under the registration payment arrangement is probable and, therefore, no related liability has been recorded in the consolidated financial statements.

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:



	March 31,		December 31,
(In thousands)	2016		2015
Term Loan	$	621,625	$	647,750
Revolving Facility	14,000		9,000
Swing Loan	7,600		6,000
Total outstanding principal amounts under the Peninsula Credit Facility	$	643,225	$	662,750

At March 31, 2016, approximately $643.2 million was outstanding under the Peninsula Credit Facility and $5.0 million was allocated to support various letters of credit, leaving remaining contractual availability of $23.4 million.

Early Extinguishments of Debt

We incurred non-cash charges of $0.4 million and $0.5 million during the three months ended March 31, 2016 and 2015, respectively, for deferred debt financing costs written off related to the Peninsula Credit Facility, which represents the ratable reduction in borrowing capacity due to optional prepayments made during these periods.

Covenant Compliance

As of March 31, 2016, we believe that Boyd Gaming and Peninsula were in compliance with the financial and other covenants of their respective debt instruments.