EX-4.1








SIXTH AMENDMENT TO CREDIT AGREEMENT




SIXTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of October 25, 2004,
among AMERISTAR CASINOS, INC., a Nevada corporation (the “Borrower”), the various lenders
party to the Credit Agreement referred to below (the “Lenders”) and DEUTSCHE BANK TRUST
COMPANY AMERICAS (f/k/a Bankers Trust Company), as Administrative Agent (all capitalized terms used
herein and not otherwise defined herein shall have the respective meanings provided such terms in
the Credit Agreement as defined below).



W I T N E S S E T H:




WHEREAS, the Borrower, the Lenders, the Administrative Agent and the other agents party
thereto are party to a Credit Agreement, dated as of December 20, 2000, as subsequently amended,
modified or supplemented by the First Amendment thereto dated as of January 30, 2001, the Second
Amendment thereto dated as of May 31, 2002, the Third Amendment thereto dated as of November 22,
2002, the Fourth Amendment thereto dated as of December 19, 2003 and the Fifth Amendment thereto
dated as of February 27, 2004 (the “Credit Agreement”);



WHEREAS, the Borrower has requested that the Lenders agree to certain amendments to the Credit
Agreement; and




WHEREAS, the Borrower and the Lenders wish to amend the Credit Agreement as provided herein;




NOW, THEREFORE, it is agreed:




I. Amendments to Credit Agreement.



1. Section 1.14(a)(iv) of the Credit Agreement is hereby amended by (a) deleting the word
“and” appearing at the end of clause (x) therein and inserting a comma, “,”, in lieu thereof, (b)
inserting the text “(other than Incremental Commitments in respect of Term Loans, the proceeds of
which will be utilized to finance the Black Hawk Acquisition)” immediately following the text
“150,000,000” and (c) inserting the following new clause (z) immediately following clause (y)
appearing therein “(z) in connection with Incremental Commitments in respect of Term Loans, the
proceeds of which will be utilized to finance the Black Hawk Acquisition, $115,000,000”.



2. Section 8.12(a)(v) of the Credit Agreement is hereby amended by inserting the text
“(excluding the Maximum Permitted Consideration paid in connection with the Black Hawk
Acquisition)” immediately prior to the semicolon appearing in said Section.



3. Section 11 of the Credit Agreement is hereby further amended by inserting in the
appropriate alphabetical order the following new definitions:



“Black Hawk Acquisition” shall mean the acquisition by the Borrower and/or a
Wholly-Owned Subsidiary on or prior to January 31, 2005 of substantially all of the assets of
Mountain High Casino in Black Hawk, Colorado pursuant to the Asset Purchase Agreement, dated as of
May 28, 2004, and amended by the Amendment to the Purchase Agreement, dated as of August 3, 2004,
by and between Windsor Woodmont Black Hawk Resort Corp. and the Borrower and as such Asset Purchase
Agreement may be further amended, modified or supplemented with the prior written consent of the
Administrative Agent; provided that all conditions precedent to such acquisition shall have
been satisfied and not waived without the prior written consent of the Administrative Agent.




II. Miscellaneous Provisions



1. The Borrower hereby represents and warrants that (i) no Default or Event of Default exists
as of the Sixth Amendment Effective Date (as defined below) both before and after giving effect to
this Amendment and (ii) on the Sixth Amendment Effective Date, both before and after giving effect
to this Amendment, all representations and warranties (other than those representations made as of
a specified date) contained in the Credit Agreement and in the other Credit Documents are true and
correct in all material respects.



2. This Amendment shall become effective on the date (the “Sixth Amendment Effective
Date”) when the Borrower, each other Credit Party and the Required Lenders shall have signed a
counterpart hereof (whether the same or different counterparts) and shall have delivered (including
by way of facsimile transmission) the same to the Administrative Agent at White & Case LLP, 1155
Avenue of the Americas, New York, NY 10036, Attention: May Yip-Daniels (facsimile number
212-354-8113). Unless the Administrative Agent has received actual notice from any Lender that the
conditions contained above have not been met with satisfaction, upon the satisfaction of the
condition described in the immediately preceding sentence and upon the Administrative Agent’s good
faith determination that the other conditions described above have been met, the Sixth Amendment
Effective Date shall be deemed to have occurred, regardless of any subsequent determination that
one or more of the conditions thereto had not been met (although the occurrence of the Sixth
Amendment Effective Date shall not release the Borrower from any liability for failure to satisfy
one or more of the applicable conditions specified above).



3. This Amendment is limited as specified and shall not constitute a modification, acceptance
or waiver of any other provision of the Credit Agreement or any other Credit Document.



4. This Amendment may be executed in any number of counterparts and by the different parties
hereto on separate counterparts, each of which counterparts when executed and delivered shall be an
original, but all of which shall together constitute one and the same instrument. A complete set
of counterparts shall be lodged with the Borrower and the Administrative Agent.



5. By executing and delivering a copy hereof, each Credit Party hereby agrees that all Loans
shall be fully guaranteed pursuant to the Subsidiary Guaranty in accordance with the terms and
provisions thereof and shall be fully secured pursuant to the Security Documents.



6. From and after the Sixth Amendment Effective Date, all references in the Credit Agreement
and each of the other Credit Documents to the Credit Agreement shall be deemed to be references to
the Credit Agreement as modified hereby.



7. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.



* * *




1




IN WITNESS WHEREOF, the parties hereto have caused their duly authorized officers to
execute and deliver this Amendment as of the date first above written.



AMERISTAR CASINOS, INC.


By: /s/ Thomas Steinbauer


Title: Senior Vice President & Chief Financial Officer



AMERISTAR CASINO VICKSBURG, INC.,


AMERISTAR CASINO COUNCIL BLUFFS, INC.,


CACTUS PETE’S, INC.,


A.C. FOOD SERVICES, INC.,


AMERISTAR CASINO ST. LOUIS, INC.,


AMERISTAR CASINO KANSAS CITY, INC.,


AMERISTAR CASINO ST. CHARLES, INC.,


AMERISTAR CASINO LAS VEGAS, INC.


RICHMOND STREET DEVELOPMENT, INC.


AMERISTAR CASINO BLACK HAWK, INC.



By: /s/ Peter C. Walsh


Title: Vice President



DEUTSCHE BANK TRUST COMPANY AMERICAS


(f/k/a Bankers Trust Company),


Individually and as Administrative Agent


By: /s/ Stephen P. Lamham


Title: Director



SIGNATURE PAGE TO THE SIXTH AMENDMENT DATED AS OF OCTOBER 25, 2004, TO THE CREDIT AGREEMENT DATED
AS OF DECEMBER 20, 2000, AMONG AMERISTAR CASINOS, INC., A NEVADA CORPORATION, THE VARIOUS LENDERS
PARTY TO THE CREDIT AGREEMENT REFERRED TO ABOVE, WELLS FARGO BANK, N.A., AS CO-ARRANGER AND
SYNDICATION AGENT, BEAR STEARNS CORPORATE LENDING INC., AS DOCUMENTATION AGENT, DEUTSCHE BANK
SECURITIES INC., AS LEAD ARRANGER AND SOLE BOOK MANAGER AND DEUTSCHE BANK TRUST COMPANY AMERICAS
(F.K.A BANKERS TRUST COMPANY), AS ADMINISTRATIVE AGENT



LANDMARK CDO, LTD.


Aladdin Asset Management



By: /s/ Arika Lakhmi


Title: Authorized Signatory



AMERICAN EXPRESS CERTIFICATE COMPANY


By: American Express Asset Management Group as Collateral Manager



By: /s/ Yvonne Stevens


Title: Senior Managing Director



CENTURION CDO II, LTD.


By: American Express Asset Management Group, Inc. as Collateral Manager



By: /s/ Robin C. Stancil


Title: Supervisor Fixed Income Support Team



CENTURION CDO III, LTD.


By: American Express Asset Management Group Inc. as Collateral Manager



By: /s/ Robin C. Stancil


Title: Supervisor Fixed Income Support Team



CENTURION CDO vi, LTD.


By: American Express Asset Management Group as Collateral Manager



By: /s/ Robin C. Stancil


Title: Supervisor Fixed Income Support Team



CENTURION CDO VII, LTD.


By: American Express Asset Management Group, Inc. as Collateral Manager



By: /s/ Robin C. Stancil


Title: Supervisor Fixed Income Support Team



IDS LIFE INSURANCE COMPANY


By: American Express Asset Management Group, Inc. as Collateral Manager



By: /s/ Yvonne Stevens


Title: Senior Managing Director



SEQUILS-CENTURION v, LTD.


By: American Express Asset Management Group, Inc. as Collateral Manager



By: /s/ Robin C. Stancil


Title: Supervisor Fixed Income Support Team



KZH CYPRESSTRESS-1 LLC



By: /s/ Joyce Fraser-Bryant


Title: Authorized Agent


KZH STERLING LLC



By: /s/ Joyce Fraser-Bryant


Title: Authorized Agent



AMMC CDO I, LIMITED


By: American Money Management Corp., as Collateral Manager



By: /s/ Chester M. Eng


Title: Senior Vice President



AMMC CDO II, LIMITED


By: American Money Management Corp., as Collateral Manager



By: /s/ Chester M. Eng


Title: Senior Vice President



AMMC CDO III, LIMITED


By: American Money Management Corp., as Collateral Manager



By: /s/ Chester M. Eng


Title: Senior Vice President



MAPLEWOOD (CAYMAN) LIMITED


By: Babson Capital Management LLC under delegate authority from Massachusetts Mutual Life Insurance
Company as Investment Manager



By: /s/ Adrienne Musgnug


Title: Managing Director



ELF (CAYMAN) LTD.CDO SERIES 1999-1 SEABOARD CLO 2000 LTD SUFFIELD CLO, LIMITED


By: Babson Capital Management LLC, as Collateral Manager



By: /s/ Adrienne Musgnug


Title: Managing Director



MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY


By: Babson Capital Management LLC, under as Investment Adviser



By: /s/ Adrienne Musgnug


Title: Managing Director



BILL & MELINDA GATES FOUNDATION


By: Babson Capital Management LLC, under as Investment Adviser



By: /s/ Adrienne Musgnug


Title: Managing Director



BANK OF SCOTLAND



By: /s/ Amena Nabi


Title: Assistant Vice President



BEAR STEARNS CORPORATE LENDING



By: /s/ Victor Bulzacchelli


Title: Authorized Signatory



MAGNETITE ASSET INVESTORS I, L.L.C.


MAGNETITE ASSET INVESTORS III, L.L.C.


MAGNETITE IV CLO, LIMITED


SENIOR LOAN FUND



By: /s/ Tom Caldwell


Title: Authorized Signatory



BLUE SQUARE FUNDING limited series 3, as Lender



By: /s/ Edward Schaffer


Title: Vice President



CARLYLE HIGH YIELD PARTNERS, L.P.



By: /s/ Linda Pace


Title: Managing Director



CARLYLE HIGH YIELD PARTNERS II, LTD.



By: /s/ Linda Pace


Title: Managing Director



CARLYLE HIGH YIELD PARTNERS III, LTD.



By: /s/ Linda Pace


Title: Managing Director



CARLYLE HIGH YIELD PARTNERS IV, LTD.



By: /s/ Linda Pace


Title: Managing Director



LCM I LIMITED PARTNERSHIP


By: Lyon Capital Management LLC, as Collateral Manager



By: /s/ Alexander K. Kenna


Title: Portfolio Manager



BRYN MAWR CLO, LTD.


By: Deerfield Capital Management LLC, as its Collateral Manager



By: /s/ Matt Stouffer


Title: Senior Vice President



FOREST CREEK CLO, LTD.


By: Deerfield Capital Management LLC, as its Collateral Manager



By: /s/ Matt Stouffer


Title: Senior Vice President



LONG GROVE CLO, LIMITED


By: Deerfield Capital Management LLC, as its Collateral Manager



By: /s/ Matt Stouffer


Title: Senior Vice President



ROSEMONT CLO, LTD.


By: Deerfield Capital Management LLC, as its Collateral Manager



By: /s/ Matt Stouffer


Title: Senior Vice President



MUIRFIELD TRADING LLC



By: /s/ Diana M. Himes


Title: Assistant Vice President



SEQUILS-CUMBERLAND I, LTD.


By: Deerfield Capital Management LLC, as its Collateral Manager



By: /s/ Matt Stouffer


Title: Senior Vice President



BIG SKY SENIOR LOAN FUND, LTD.


By: Eaton Vance Management as Investment Advisor



By: /s/ Michael B. Botthof


Title: Vice President


TOLLI & CO.


By: Eaton Vance Management as Investment Advisor



By: /s/ Michael B. Botthof


Title: Vice President



EATON VANCE CDO III, LTD.


By: Eaton Vance Management as Investment Advisor



By: /s/ Michael B. Botthof


Title: Vice President



COSTANTINUS EATON VANCE CDO V, LTD.


By: Eaton Vance Management as Investment Advisor



By: /s/ Michael B. Botthof


Title: Vice President



EATON VANCE CDO VI, LTD.


By: Eaton Vance Management as Investment Advisor



By: /s/ Michael B. Botthof


Title: Vice President



GRAYSON & CO.


By: Boston Management and Research as Investment Advisor



EATON VANCE INSTITUTIONAL SENIOR LOAN FUND


By: Eaton Vance Management as Investment Advisor



By: /s/ Michael B. Botthof


Title: Vice President



EATON VANCE LIMITED DURATION INCOME FUND


By: Eaton Vance Management as Investment Advisor



By: /s/ Michael B. Botthof


Title: Vice President



OXFORD STRATEGIC INCOME FUND


By: Eaton Vance Management as Investment Advisor



By: /s/ Michael B. Botthof


Title: Vice President



EATON VANCE SENIOR INCOME TRUST


By: Eaton Vance Management as Investment Advisor



By: /s/ Michael B. Botthof


Title: Vice President



SENIOR DEBT PORTFOLIO


By: Boston Management and Research as Investment Advisor



By: /s/ Michael B. Botthof


Title: Vice President



EATON VANCE VT FLOATING-RATE INCOME FUND


By: Eaton Vance Management as Investment Advisor



By: /s/ Michael B. Botthof


Title: Vice President



BALLYROCK CLO II LIMITED


By: Ballyrock Investment Advisors LLC as Collateral Manager



By: /s/ Lisa Rymut


Title: Assistant Treasurer



FIDELITY ADVISOR SERIES II: FIDELITY ADVISOR FLOATING RATE HIGH INCOME FUND



By: /s/ John H. Costello


Title: Assistant Treasurer



FRANKLIN CLO II, LIMITED



By: /s/ David Ardini


Title: Vice President



FRANKLIN FLOATING RATE TRUST



By: /s/ Richard Hsu


Title: Assistant Vice President



GENERAL ELECTRIC CAPITAL CORPORATION



By: /s/ Joseph Badini


Title: Duly Authorized Signatory



TRUMBULL THC2 LOAN FUNDING LLC


By: /s/ Janet Haack


Title: Attorney in Fact



STANDWICH LOAN FUNDING, LLC



By: /s/ Diana M. Himes


Title: Assistant Vice President



HIBERNIA NATIONAL BANK



By: /s/ Chris K. Haskew


Title: Vice President



ELF FUNDING TRUST I


By: Highland Capital Management, L.P., as Collateral Manager



By: /s/ Mark Okada


Title: Chief Investment Officer



EMERALD ORCHARD LIMITED



By: /s/ Masood Fikree


Title: Attorney in Fact



HCM US LOANS MAC 43, LTD.


By: Highland Capital Management, L.P., as attorney-in-Fact



By: /s/ Mark Okada


Title: Chief Investment Officer



HIGHLAND LOAN FUNDING V, LTD.


By: Highland Capital Management, L.P., as Collateral Manager



By: /s/ Mark Okada


Title: Chief Investment Officer



RESTORATION FUNDING CLO, LTD.


By: Highland Capital Management, L.P., as Collateral Manager



By: /s/ Mark Okada


Title: Chief Investment Officer



HIGHLAND OFFSHORE PARTNERS, L.P.


By: Highland Capital Management, L.P., as General Manager



By: /s/ Mark Okada


Title: Chief Investment Officer



HIGHLAND FLOATING RATE ADVANTAGE FUND (f.k.a. Columbia Floating Rate Advantage Fund)


By: Highland Capital Management, L.P., its Investment Advisor



By: /s/ Mark Okada


Title: Chief Investment Officer



HIGHLAND FLOATING RATE LIMITED LIABILITY COMPANY (f.k.a. .Columbia Floating Rate Limited Liability
Company)


By: Highland Capital Management, L.P., its Investment Advisor



By: /s/ Mark Okada


Title: Chief Investment Officer



IKB CAPITAL CORP.



By: /s/ David Snyder


Title: President



ARCHIMEDES FUNDING III, LTD.


By: ING Capital Advisors LLC, as Collateral Manager



By: /s/ Cheryl A. Wasilewski


Title: Director



ARCHIMEDES FUNDING IV (CAYMAN), LTD.


By: ING Capital Advisors LLC, as Collateral Manager



By: /s/ Cheryl A. Wasilewski


Title: Director



ENDURANCE CLO I, LTD.


By: ING Capital Advisors LLC, as Collateral Manager



By: /s/ Cheryl A. Wasilewski


Title: Director



ORYX CLO, LTD.


By: ING Capital Advisors LLC, as Collateral Manager



By: /s/ Cheryl A. Wasilewski


Title: Director



NEMEAN CLO, LTD.


By: ING Capital Advisors LLC, as Collateral Manager



By: /s/ Cheryl A. Wasilewski


Title: Director



SEQUILS-ING I (HBDGM), LTD.


By: ING Capital Advisors LLC, as Collateral Manager



By: /s/ Cheryl A. Wasilewski


Title: Director



ML CLO XX PILGRIM AMERICA (CAYMAN) LTD.


By: ING Investments LLC as its Investments Manager



By: /s/ Jason Groom


Title: Vice President



ING PRIME RATE TRUST


By: ING Investment Management, Co. as its Investments Manager



By: /s/ Jason Groom


Title: Vice President



ING SENIOR INCOME FUND


By: ING Investment Management, Co. as its Investments Manager



By: /s/ Jason Groom


Title: Vice President



PILGRIM AMERICA HIGH INCOME INVESTMENTS LTD.


By: ING Investment, LLC as its Investments Manager



By: /s/ Jason Groom


Title: Vice President



PILGRIM CLO 1999-1 LTD.


By: ING Investment, LLC as its Investments Manager



By: /s/ Jason Groom


Title: Vice President



LONGHORN CDO (CAYMAN) LTD.


By: Merrill Lynch Investment Managers, L.P. as its Investments Manager



By: /s/ Jaimin Patel


Title: Authorized Signatory



MASTER SENIOR FLOATING RATE TRUST



By: /s/ Jaimin Patel


Title: Authorized Signatory



NATIONAL CITY BANK OF INDIANA



By: /s/ Jeff Dysert


Title: Vice President



NUVEEN FLOATING RATE INCOME FUND


By: Symphony Asset Management



By: /s/ Lenny Moy


Title: ?



NUVEEN SENIOR INCOME FUND


By: Symphony Asset Management



By: /s/ Lenny Moy


Title: ?



ADDISON CDO, LIMITED


By: Pacific Investment Management Company LLC, as its Investment Advisor



By: /s/ Mohan V. Phansalkar


Title: Managing Director



CAPTIVA III FINANCE LTD.


as advised by Pacific Investment Management Company LLC



By: /s/ David Dyer


Title: Director



CAPTIVA IV FINANCE LTD.


as advised by Pacific Investment Management Company LLC



By: /s/ David Dyer


Title: Director



DELANO COMPANY


By: Pacific Investment Management Company LLC, as its Investment Advisor



By: /s/ Mohan V. Phansalkar


Title: Managing Director



JISSEKIKUN FUNDING, LTD.


By: Pacific Investment Management Company LLC, as its Investment Advisor



By: /s/ Mohan V. Phansalkar


Title: Managing Director



ROYALTON COMPANY


By: Pacific Investment Management Company LLC, as its Investment Advisor



By: /s/ Mohan V. Phansalkar


Title: Managing Director



SEQUILS-MAGNUM, LTD.


By: Pacific Investment Management Company LLC, as its Investment Advisor



By: /s/ Mohan V. Phansalkar


Title: Managing Director



WAVELAND-INGOTS, LTD.


By: Pacific Investment Management Company LLC, as its Investment Advisor



By: /s/ Mohan V. Phansalkar


Title: Managing Director



WRIGLEY CDO, LTD.


By: Pacific Investment Management Company LLC, as its Investment Advisor



By: /s/ Mohan V. Phansalkar


Title: Managing Director



PPM SHADOW CREEK FUNDING LLC



By: /s/ Diana M. Himes


Title: Assistant Vice President



PPM SPYGLASS FUNDING TRUST



By: /s/ Diana M. Himes


Title: Assistant Vice President



DRYDEN VII-LEVERAGED LOAN CDO 2004


By: Prudential Investment Management, Inc., as Collateral Manager



By: /s/ B. Ross Smead


Title: Vice President



THE PRUDENTIAL INSURANCE COMPANY OF AMERICA


By: Prudential Investment Management, Inc., as Collateral Manager



By: /s/ B. Ross Smead


Title: Vice President



TORONTO DOMINION (NEW YORK), INC.



By: /s/ Masood Fikree


Title: Vice President



U.S. BANK



By: /s/ J. Andres Backstrom


Title: Vice President



VAN KAMPEN CLO I, LIMITED


By: Van Kampen Investment Advisory Corp. as Collateral Manager



By: /s/ Brad Langs


Title: Executive Director



VAN KAMPEN CLO II, LIMITED


By: Van Kampen Investment Advisory Corp. as Collateral Manager



By: /s/ Brad Langs


Title: Executive Director



VAN KAMPEN SENIOR INCOME TRUST


By: Van Kampen Investment Advisory Corp



By: /s/ Brad Langs


Title: Executive Director



CITIGROUP INSURANCE AND INVESTMENT TRUST


By: Travelers Asset Management International Company, LLC



By: /s/ Matthew J.McInerny


Title: Investment Officer



CITIGROUP INVESTMENT CORPORATE LOAN FUND INC.


By: Travelers Asset Management International Company, LLC



By: /s/ Melanie Hanlon


Title: Vice President



COLUMBUS LOAN FUNDING LTD.


By: Travelers Asset Management International Company, LLC



By: /s/ Melanie Hanlon


Title: Vice President



THE TRAVELERS INSURANCE COMPANY



By: /s/ Matthew J.McInerny


Title: Investment Officer



WACHOVIA BANK, N.A.



By: /s/ Ronald E. Schumer


Title: Director



WELLS FARGO BANK, N.A



By: /s/ Casey Potter


Title: Vice President




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