AMENDMENT NO. 5 TO AMENDED AND RESTATED
REDUCING REVOLVING LOAN AGREEMENT

This Amendment No. 5 to Amended and Restated Reducing Revolving Loan Agreement (this "Amendment") dated as of October 11, 2000 is entered into with reference to the Amended and Restated Reducing
Revolving Loan Agreement dated as of May 28, 1998 among Aztar Corporation ("Borrower"), the Banks party thereto, Bankers Trust Company and Societe Generale, as Documentation Agents, Bank of Scotland, Credit Lyonnais Los Angeles Branch and PNC Bank,
National Association, as Co-Agents, and Bank of America, N.A. (under its former name, Bank of America National Trust and Savings Association), as Administrative Agent (the "Loan Agreement").  Capitalized terms used but not defined herein are used with the
meanings set forth for those terms in the Loan Agreement.
          Borrower and the Administrative Agent, acting with the consent of the Requisite Banks pursuant to Section 11.2 of the Loan Agreement, agree as follows:
          1.     Increase to Permitted Distributions - Section 6.5.  Section 6.5(d) of the Loan Agreement is amended to read in full as follows (with the  changed text
underscored and in bold for the convenience of the reader):
               and (d) Distributions in the form of repurchases of Common Stock for which the aggregate purchase price does not exceed either (i)  $150,000,000 or (ii) when
aggregated with all other Basket Expenditures made since the Closing Date, the Aggregate Basket; provided no Default or Event of Default then exists or would result therefrom;
          2.     Conditions Precedent.  The effectiveness of this Amendment shall be conditioned upon the receipt by the Administrative Agent of all of the following, each
properly executed by a Responsible Official of each party thereto and dated as of the date hereof:
               (a)     Counterparts of this Amendment executed by all parties hereto;
               (b)     Written consent of each of the Significant Subsidiaries to the execution, delivery and performance hereof, substantially in the
form of Exhibit A to this Amendment; and
               (c)     Written consent of the Requisite Banks as required under Section 11.2 of the Loan Agreement in the form of Exhibit B to this
Amendment.
          3.     Representation and Warranty.  Borrower represents and warrants to the Administrative Agent and the Banks that no Default or Event of Default has occurred
and remains continuing.
          4.     Confirmation.  In all other respects, the terms of the Loan Agreement and the other Loan Documents are hereby confirmed.

IN WITNESS WHEREOF, Borrower and the Administrative Agent have executed this Amendment as of the date first written above by their duly authorized representatives.

|AZTAR CORPORATION
By: NEIL A. CIARFALIA
    Neil A. Ciarfalia  Treasurer    [Printed Name and Title] | BANK OF AMERICA, N.A., as Administrative AgentBy: JANICE HAMMOND    Janice Hammond
    Vice President
|---------------------------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------





Exhibit A to Amendment
CONSENT OF SUBSIDIARY GUARANTORS

Reference is hereby made to that certain Amended and Restated Reducing Revolving Loan Agreement dated as of May 28, 1998 among Aztar Corporation ("Borrower"), the Banks party thereto, Bankers
Trust Company and Societe Generale, as Documentation Agents, Bank of Scotland, Credit Lyonnais Los Angeles Branch and PNC Bank, National Association, as Co-Agents, and Bank of America National Trust and Savings Association, as Administrative Agent (as
amended, the "Loan Agreement").
          Each of the undersigned hereby consents to the execution, delivery and performance by Borrower and the Administrative Agent of Amendment No. 5 to the Loan Agreement.
          Each of the undersigned represents and warrants to the Administrative Agent and the Banks that there is no defense, counterclaim or offset of any type or nature to the Subsidiary Guaranty, and
that the same remains in full force and effect.
Dated: October 11, 2000

|HOTEL RAMADA OF NEVADA
By:    NED ARMSTRONG        Nelson W. Armstrong, Jr.
Title: Vice President & Secretary            | RAMADA NEW JERSEY, INC.
By:   NEIL A. CIARFALIA       Neil A. Ciarfalia
Title:Treasurer                                                                                                                                                        
|------------------------------------------------------------------------------------------------------------------------ | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|AZTAR DEVELOPMENT CORPORATION
By:    NED ARMSTRONG        Nelson W. Armstrong, Jr.
Title: Secretary                      | ATLANTIC-DEAUVILLE INC.
By:   NEIL A. CIARFALIA       Neil A. Ciarfalia
Title:Treasurer                                                                                                                                                        
|AZTAR INDIANA GAMING CORPORATION
By:    NED ARMSTRONG        Nelson W. Armstrong, Jr.
Title: Vice President & Secretary  | ADAMAR GARAGE CORPORATION
By:   NEIL A. CIARFALIA       Neil A. Ciarfalia
Title:Treasurer                                                                                                                                                      
|AZTAR MISSOURI GAMING CORPORATION
By:    NED ARMSTRONG        Nelson W. Armstrong, Jr.
Title: Vice President & Secretary | AZTAR INDIANA GAMING
CORPORATION, LLC
By:  Aztar Indiana
     Gaming Corporation,
     its Managing Member
By:  NED ARMSTRONG      Nelson W. Armstrong, Jr.
Title:Vice President & Secretary                                                   
|RAMADA NEW JERSEY HOLDINGS CORPORATION
By:   NEIL A. CIARFALIA       Neil A. Ciarfalia
Title:Treasurer                   | AZTAR RIVERBOAT HOLDING
COMPANY, LLC
By:  Aztar Indiana
     Gaming Corporation,
     its Member
     Aztar Missouri
     Gaming Corporation,
     its Member
By:  NED ARMSTRONG      Nelson W. Armstrong, Jr.
Title:Vice President & Secretary
|MANCHESTER MALL, INC.
By:   NEIL A. CIARFALIA       Neil A. Ciarfalia
Title:Treasurer                                    | AZTAR MISSOURI RIVERBOAT GAMING COMPANY, LLC
By:  Aztar Missouri
     Gaming Corporation,
     its Managing Member
By:  NED ARMSTRONG      Nelson W. Armstrong, Jr.
Title:Vice President & Secretary                                           
|RAMADA EXPRESS, INC.
By:    NED ARMSTRONG        Nelson W. Armstrong, Jr.
Title: Vice President & Secretary              |                                                                                                                                                                                                                                                
|ADAMAR OF NEW JERSEY, INC.
By:   NEIL A. CIARFALIA       Neil A. Ciarfalia
Title:Treasurer                               |                                                                                                                                                                                                                                                



Exhibit B to AmendmentCONSENT OF BANK

Reference is hereby made to that certain Amended and Restated Reducing Revolving Loan Agreement dated as of May 28, 1998 among Aztar Corporation ("Borrower"), the Banks party thereto,
Bankers Trust Company and Societe Generale, as Documentation Agents, Bank of Scotland, Credit Lyonnais Los Angeles Branch and PNC Bank, National Association, as Co-Agents, and Bank of America National Trust and Savings Association, as Administrative Agent
(as amended, the "Loan Agreement").
          The undersigned Bank hereby consents to the execution and delivery of Amendment No. 5 to the Loan Agreement by the Administrative Agent on its behalf, substantially in the form of the most
recent draft thereof presented to the undersigned Bank.

Date: October 11, 2000



|Bank of America N.A.[Name of Institution]
By SCOTT L. FABER    Scott L. FaberManaging Director   [Printed Name and Title]
|-------------------------------------------------------------------------------------------------------------------------

Date: October  6, 2000



|Bank of Scotland[Name of Institution]
By JOSEPH FRATUS    Joseph FratusVice President   [Printed Name and Title]
|----------------------------------------------------------------------------------------------------------------



Date: October 11, 2000



|Bankers Trust Company[Name of Institution]
By SUSAN L. LEFEVRE   Susan L. LeFevreDirector   [Printed Name and Title]
|--------------------------------------------------------------------------------------------------------------------



Date: October 6, 2000



|Fleet National Bank[Name of Institution]
By JOHN HARRISON   John HarrisonSenior Vice President   [Printed Name and Title]
|-------------------------------------------------------------------------------------------------------------------------



Date: October 11, 2000



|Imperial Bank[Name of Institution]
By R. VADALMA   Ray VadalmaSenior Managing Director   [Printed Name and Title]
|-----------------------------------------------------------------------------------------------------------------

Date: October 11, 2000



|PNC Bank National Association[Name of Institution]
By GARY W. WESSELS   Gary W. WesselsVice President   [Printed Name and Title]
|--------------------------------------------------------------------------------------------------------------------------------

Date: October 10, 2000



|Societe Generale[Name of Institution]
By JANE VAN BRUSSEL   Jane Van BrusselVice President
[Printed Name and Title]
|-------------------------------------------------------------------------------------------------------------------