exv10w1






Exhibit 10.1




AMERISTAR CASINOS, INC.

3773 Howard Hughes Parkway

Suite 490 South

Las Vegas, NV 89169




February 27, 2011



Estate of Craig H. Neilsen

c/o Ameristar Casinos, Inc.

16633 Ventura Boulevard, Suite 1050

Encino, California 91436

Attention:  Mr. Ray H. Neilsen

                  Mr. Gordon R. Kanofsky




     Re:     Repurchase Transaction


Dear Mr. Neilsen and Mr. Kanofsky:




     The parties to this letter agreement (this “Letter Agreement”), Ameristar Casinos, Inc., a
Nevada corporation (the “Company”), and the Estate of Craig H. Neilsen (the “Seller”), wish to
document their agreement pursuant to which, subject to and in accordance with the terms and
conditions set forth in this Letter Agreement and Annex A attached hereto (the “Term Sheet”), which
terms and conditions are incorporated into and shall be considered part of this Letter Agreement,
the Seller agrees to sell to the Company, and the Company agrees to purchase from the Seller,
certain shares of the Company’s common stock owned by the Seller as further described in the Term
Sheet. It is the parties’ intention to negotiate and execute a mutually acceptable definitive
agreement (the “Definitive Agreement”) governing the Transactions (as defined in the Term Sheet),
however, the parties agree that the provisions set forth in this Letter Agreement, including the
Term Sheet, shall constitute a binding agreement between the parties. The parties covenant and
agree to work in good faith to negotiate and execute the Definitive Agreement as quickly as
possible and to consummate the Transactions as expeditiously as possible, but they further agree
that the failure to do so shall in no way limit, alter or impact the contractual requirements set
forth in this Letter Agreement. The parties hereby stipulate that this Letter Agreement (including
the Term Sheet) includes all of the material terms with respect to the Transactions,
notwithstanding that certain terms remain to be negotiated and described in the Definitive
Agreement.



     This Letter Agreement shall be treated as “Evaluation Material” and accorded confidentiality
protection as provided in the confidentiality and non-disclosure agreement, entered into as of
September 7, 2007, between the Company and Seller (the “Confidentiality Agreement”), which shall
remain in full force and effect and shall be binding on the parties hereto. It is the intention of
the parties to make a mutually acceptable public announcement regarding this Letter Agreement and
the Transactions following the execution of this Letter Agreement. Notwithstanding the foregoing,
neither the Company nor the Seller will make any public announcement regarding the Transactions or
the existence or contents of this Letter Agreement without the prior approval of the other, subject
to requirements of law or regulatory bodies or to applicable listing rules.



 









 





     This Letter Agreement and the Confidentiality Agreement constitute the entire agreement
between the parties with respect to the subject matter hereof and supersede all other prior or
contemporaneous agreements and understandings, both written and oral, between the parties with
respect to the subject matter thereof. The terms and conditions of this Letter Agreement may not
be amended, changed, supplemented or otherwise modified except by an instrument in writing
specifically designated as an amendment thereto, signed on behalf of each party. Notwithstanding
the foregoing, the parties to this Letter Agreement acknowledge and agree that the execution and
delivery of this Letter Agreement and the Definitive Agreement shall not in any way modify the
provisions of any existing agreement between the Company and any person (including any
representative of the Seller), or of the Company’s articles of incorporation and bylaws, as the
same relate to such person’s rights as a director or officer of the Company, in his or her capacity
as such, to indemnification by, and/or advancement of expenses from, the Company.



     This Letter Agreement and all disputes or controversies arising out of or relating to this
Agreement or the transactions contemplated hereby shall be governed by, and construed in accordance
with, the internal laws of the State of Nevada, without regard to the laws of any other
jurisdiction that might be applied because of the conflicts of laws principles of the State of
Nevada.



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     If you are in agreement with the foregoing, please sign and return one copy of this Letter
Agreement, which thereupon will constitute our agreement with respect to its subject matter.



	 	 	 	 	 
	 	Very truly yours,



AMERISTAR CASINOS, INC.

 	 
	 	By:  	/s/ Larry A. Hodges
 	 
	 	 	Name:  	Larry A. Hodges 	 
	 	 	Title:  	President and Chief Operating Officer 	 
	 



	 	 	 	 	 
	Acknowledged and Agreed

as of February 27, 2011:

 	 	 
	/s/ Ray H. Neilsen
 	 	 
	Ray H. Neilsen 	 	 
	 	 	 
	 



	 	 	 	 	 
	 	 	 	 	Co-Executors and Co-Personal Representatives 

of the Estate of Craig H. Neilsen

 
	/s/ Gordon R. Kanofsky
 	 	 
	Gordon R. Kanofsky 	 	 
	 	 	 



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Annex A

Terms and Conditions

February 27, 2011




	 	 	 

	The Transactions

	 	•    Subject to the terms and conditions set forth
below, the Company will use its reasonable best efforts to
arrange new debt facilities on terms and conditions
satisfactory to the Company (the “New Financing”) with
sufficient borrowing capacity to enable the Company to
retire its existing senior credit facilities, retire or
amend its existing senior notes and fund the purchase
price of the Repurchase Transaction (as defined below).

	 
	 	 
	 

	 	•    Following successful completion of the New
Financing, the Company will purchase from the Seller, and
the Seller will sell to the Company, shares of the
Company’s common stock owned by the Seller on the terms
and subject to the conditions set forth below (the
“Repurchase Transaction” and, together with the New
Financing, the “Transactions”).

	 
	 	 
	 

	 	The consummation of the Transactions is referred to herein
as the “Closing.”
	 
	 	 
	Closing

	 	The consummation of the Repurchase Transaction (the
“Closing”) will occur on the third (3rd)
business day following the satisfaction or waiver of all
conditions to the parties’ obligations set forth below
under the headings “Conditions to the Company’s Obligation
to Consummate the Repurchase Transaction” and “Conditions
to the Seller’s Obligation to Consummate the Repurchase
Transaction” or such other date, time or place as the
parties may mutually agree.
	 
	 	 
	Purchase Price Per Share

	 	$17.50 (the “Per Share Price”)
	 
	 	 
	Total Shares Purchased

	 	26,150,000 shares (the “Purchased Shares”)
	 
	 	 
	Board of Directors

	 	Following the Repurchase Transaction, the Company will no
longer qualify under the “Controlled Company” exemption of
the NASDAQ listing rules. Accordingly, the Company’s Board
of Directors and its committees will be adjusted such
that:
	 
	 	 
	 

	 	•    A majority of the directors will be independent;
and

	 
	 	 
	 

	 	•    The Company will have an Audit Committee, a
Nominating Committee and a Compensation Committee
comprised solely of independent directors.

	 
	 	 
	 

	 	The Seller shall have no specific rights or privileges
with respect to Board seats or the nomination of
directors, other than those rights and privileges that
inherently inure from the Seller’s ownership of the shares
of Company common stock not purchased in the Repurchase
Transaction (the “Remaining Seller Shares”).






 









 






	 	 	 

	Registration Rights

	 	The Company acknowledges and confirms Seller’s existing
registration rights pursuant to the Plan of Reorganization
dated November 15, 1993 among the parties named therein.
The Company and Seller agree to negotiate in good faith
appropriate and reasonable modifications to the Seller’s
existing registration rights with respect to the Remaining
Seller Shares to accommodate, among other things, Seller’s
ability, if it desires, to sell the Remaining Seller
Shares on a continuous basis pursuant to an effective
registration statement, including by way of a 10b5-1 plan
or otherwise.
	 
	 	 
	Lock-Up Agreements

	 	The Company and the Seller agree to negotiate in good
faith appropriate and reasonable modifications to the
Seller’s existing registration rights to accommodate, in
connection with any underwritten public offering of the
Company’s common stock by the Company, a reasonable
lock-up agreement requested by the underwriter(s) of such
offering.
	 
	 	 
	Representations &

Warranties

	 	The Definitive Agreement shall contain reasonable and
customary representations and warranties from both the
Company and the Seller with respect to the following:
	 
	 	 
	 

	 	•    Organization;

	 
	 	 
	 

	 	•    Authority;

	 
	 	 
	 

	 	•    No Conflicts, Required Filings and Consents

	 
	 	 
	 

	 	•    Finders Fees; and

	 
	 	 
	 

	 	•    Title to Shares (Seller only).

	 
	 	 
	Covenants

	 	•   The Company shall use its reasonable best efforts
to (i) obtain the New Financing on terms and conditions
satisfactory to the Company and (ii) obtain all required
regulatory, gaming and other approvals.

	 
	 	 
	 

	 	•   The parties shall cooperate reasonably and in good
faith to negotiate and execute the Definitive Agreement as
soon as practicable after the execution of the Letter
Agreement and prior to the consummation of the
Transactions.

	 
	 	 
	 

	 	•   The Seller shall cooperate with the Company’s
reasonable requests to assist it with obtaining the New
Financing in its capacity as a stockholder of the Company.







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	Conditions to the
Company’s Obligation to
Consummate the Repurchase Transaction

	 	The Company’s obligation to consummate the Repurchase
Transaction is subject to the satisfaction of the
following conditions:
	

	 	•   Receipt of all gaming, regulatory and other
approvals required in connection with the Transactions;

	 
	 	 
	 

	 	•   Consummation of the New Financing on terms and
conditions satisfactory to the Company, including
immediate additional borrowing availability under a
revolving bank credit facility (after giving effect to the
payment of all fees and expenses associated with the New Financing) of at least $75 million;

	 
	 	 
	 

	 	•   Receipt of a solvency opinion with respect to the
Transactions immediately prior to Closing from the
financial advisor engaged by the Transaction Committee of
the Company’s board of directors;

	 
	 	 
	 

	 	•   Satisfactory evidence that all liens on the
Purchased Shares have been, or will be concurrently with
the Closing, released;

	 
	 	 
	 

	 	•   Continued accuracy of the Seller’s representations
and warranties; and

	 
	 	 
	 

	 	•   The absence of any injunction, restraining order,
ruling or other order issued by any court of competent
jurisdiction or governmental entity preventing the
consummation of any of the Transactions and the
consummation of the Transactions will not violate Nevada
Revised Statutes 78.288.

	 
	 	 
	Conditions to the
Seller’s Obligation to
Consummate the Repurchase Transaction

	 	The Seller’s obligation to consummate the Repurchase
Transaction is subject to the satisfaction of the
following conditions:
	

	 	•   Approval from the applicable probate court with
respect to the Repurchase Transaction;

	 
	 	 
	 

	 	•   Continued accuracy of the Company’s
representations and warranties; and

	 
	 	 
	 

	 	•   The absence of any injunction, restraining order,
ruling or other order issued by any court of competent
jurisdiction or governmental entity preventing the
consummation of any of the Transactions.







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	Termination Provisions

	 	The Letter Agreement and the Definitive Agreement may be
terminated as follows:
	 
	 	 
	 

	 	(a)
By the parties upon their mutual agreement;

	 
	 	 
	 

	 	(b) By either party, if a court of competent jurisdiction
shall have issued an order permanently restraining or
prohibiting the Transactions and such order shall have
become final and nonappealable;

	 
	 	 
	 

	 	(c) By either party, if the Repurchase Transaction is not
completed by June 30, 2011, subject to two (2) two-month
extensions at the election of either party (so long as the
electing party is not in material breach of this Letter
Agreement or the Definitive Agreement) if the receipt of
all gaming, regulatory or other approvals with respect to
each of the New Financing and the Repurchase Transaction
are the only remaining unsatisfied conditions to the
consummation of the Transactions;

	 
	 	 
	 

	 	(d) By the Seller if the Company breaches, in any material
respect, any of its obligations under the Letter Agreement
or the Definitive Agreement and such breach cannot be or
has not been cured within 30 days following delivery to
the Company of written notice of such breach by the
Seller; or

	 
	 	 
	 

	 	(e) By the Company if the Seller breaches, in any material
respect, any of its obligations under the Letter Agreement
or the Definitive Agreement and such breach cannot be or
has not been cured within 30 days following delivery to
the Seller of written notice of such breach by the
Company.







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	Sale Proposal

	 	If, prior to Closing, (a) the Company has received a
proposal from a third party pursuant to which such third
party would acquire at least eighty percent (80%) of the
Company’s common stock at a price per share in excess of
the Per Share Price (a “Sale Proposal) and (b) the Company
enters a definitive agreement with respect to such Sale
Proposal (a “Sale Agreement”), at least eight (8) business
days prior to entering into such Sale Agreement, the
Company shall notify the Seller regarding the Sale
Proposal and the Seller shall have the right in its sole
discretion unilaterally to have the Purchased Shares
acquired, on the same basis as the other shares of the
Company’s common stock, in the transaction contemplated by
the Sale Proposal, exercisable by written notice by the
Seller to the Company within five (5) business days after
receipt of such notice from the Company (the “Tag-Along
Right”). If the Seller elects to exercise the Tag-Along
Right and the Sale Agreement provides for the acquisition
of the Purchased Shares on the same basis as the other
shares of the Company’s common stock, then the Company
may, in its sole discretion, unilaterally (i) consistent
with the Seller’s election of the Tag-Along Right, extend
the Closing for any duration the Company elects, provided
that if the Sale Agreement is terminated, the Closing must
occur within six (6) months after such termination or (ii)
terminate this Letter Agreement and/or the Definitive
Agreement. If the Company enters into a Sale Agreement,
then, in connection with any vote of the Company’s
stockholders required to approve the transactions
contemplated in the Sale Agreement, the Seller shall, and
hereby agrees to, vote all of its shares of Company common
stock, including the Purchased Shares if then outstanding,
in a manner consistent with the recommendation of the
Company Board with respect to the Sale Agreement in the
absence of a superior proposal deemed such by the
Company’s Board of Directors. If the Seller does not
elect to exercise its Tag-Along Right, this Letter
Agreement and/or the Definitive Agreement shall remain in
full force and effect.
	 
	 	 
	Expenses

	 	Each party will be responsible for its own legal,
accounting, investment banking and other expenses incurred
by it in connection with the Transactions, whether or not
any of the Transactions are consummated.







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