Boyd Gaming Corporation, F.K.A. The Boyd Group and Subsidiaries - Page 5

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               Each of the Properties has casino, restaurant, and hotel               
          facilities; the hotel rooms tend to run at close to full                    
          occupancy, and the hotel guests tend to "turn over" weekly.                 
          Some of the Properties also have convention and/or entertainment            
          facilities.  As of June 30, 1989, CHC had 635 hotel rooms,                  
          222 R.V. parking spaces, four restaurants, two lounges, 35 gaming           
          tables, 81 keno seats, 18 race and sports book seats, and                   
          970 slot machines.  Fremont had 450 hotel rooms, five                       
          restaurants, one lounge, 48 gaming tables, 58 keno seats, 142               
          race and sports book seats, and 952 slot machines.  Stardust had            
          1,367 hotel rooms, 370 R.V. parking spaces, six restaurants, one            
          showroom, one lounge, 84 gaming tables, 105 keno seats, 300 race            
          and sports book seats, and 1,324 slot machines.  Sam's Town had             
          204 hotel rooms, 508 R.V. parking spaces, eight restaurants, one            
          lounge, 57 gaming tables, 166 keno seats, 193 race and sports               
          book seats, and 1,892 slot machines.  Sam's Town also had a 56-             
          lane bowling alley and a 25,000-square-foot retail area called              
          the Western Emporium.                                                       
               Each of the Properties is located in a heavily populated               
          area of Las Vegas near numerous eating facilities, including fast           
          food restaurants, competitor casino restaurants, ethnic                     
          restaurants, sandwich shops, pizza houses, food courts, and                 
          convenience stores.  Many of these eating facilities serve meals            
          24 hours a day.  The aggregate seating capacity of the eating               
          facilities, exclusive of the casino restaurants, near Stardust              
          and Sam's Town is in both cases more than 1,100 diners.  The                



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