RESTATED AMENDMENT NO. 1 TO
                       TERM LOAN AGREEMENT


       This Restated Amendment No. 1 to Term Loan Agreement (this
"Amendment") dated as of October 27, 1999 is entered into with
reference to the Term Loan Agreement dated as of May 28, 1998
among Aztar Corporation ("Borrower"), the Lenders party thereto,
and Bank of America National Trust and Savings Association, as
Administrative Agent (the "Loan Agreement") and restates and
replaces Amendment No. 1 to Term Loan Agreement dated as of
October 27, 1999 in order to properly reflect the intent of the
parties thereto.  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 Lenders pursuant to Section 11.2 of the
Loan Agreement, agree as follows:

       1.   Section 6.3.  Section 6.3 of the Loan Agreement is
amended by:

            (a) striking the words "Closing Date" wherever they
            appear (five places) in clause (z) of
            Subsection 6.3(a) and substituting for such words the
            date "September 27, 1994;"

            (b) striking the words "Closing Date" where they
            appear (one place) in clause (iii) of
            Subsection 6.3(b) and substituting for such words the
            date "September 27, 1994;"

            (c) striking the words "Closing Date" where they
            appear (one place) in clause (iv) of
            Subsection 6.3(c) and substituting for such words the
            date "September 27, 1994;" and

            (d) striking the words "Closing Date" where they
            appear (one place) in clause (vii) of
            Subsection 6.3(c) and substituting for such words the
            date "September 27, 1994."

       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 Lenders 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 Lenders that no
Default or Event of Default has occurred and remains continuing.

            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. (formerly known as "Bank of America
National Trust and Savings Association"), as Administrative Agent


By:   JANICE HAMMOND
       Janice Hammond
       Vice President

                    Exhibit A to Amendment

               CONSENT OF SUBSIDIARY GUARANTORS

          Reference is hereby made to that certain Term Loan
Agreement dated as of May 28, 1998 among Aztar Corporation
("Borrower"), the Lenders party thereto, and Bank of America
National Trust and Savings Association, as Administrative Agent
(the "Loan Agreement").

          Each of the undersigned hereby consents to the
execution, delivery and performance by Borrower and the
Administrative Agent of Amendment No. 1 to the Loan Agreement.

          Each of the undersigned represents and warrants to
the Administrative Agent and the Lenders 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 27, 1999

HOTEL RAMADA OF NEVADA

By: ROBERT HADDOCK
        Robert M. Haddock
 Title: Vice President & Treasurer


AZTAR DEVELOPMENT CORPORATION

By: NEIL A. CIARFALIA
        Neil A. Ciarfalia
 Title: Treasurer


AZTAR INDIANA GAMING CORPORATION

By: ROBERT HADDOCK
        Robert M. Haddock
Title:  Vice President & Treasurer


AZTAR MISSOURI GAMING CORPORATION

By: ROBERT HADDOCK
        Robert M. Haddock
Title:  Vice President & Treasurer


RAMADA NEW JERSEY, INC.

By: NEIL A. CIARFALIA
       Neil A. Ciarfalia
Title: Treasurer


ATLANTIC-DEAUVILLE INC.

By: NEIL A. CIARFALIA
       Neil A. Ciarfalia
Title: Treasurer


ADAMAR GARAGE CORPORATION

By: NEIL A. CIARFALIA
       Neil A. Ciarfalia
Title: Treasurer


RAMADA NEW JERSEY HOLDINGS CORPORATION

By: NEIL A. CIARFALIA
       Neil A. Ciarfalia
Title: Treasurer



MANCHESTER MALL, INC.

By: NEIL A. CIARFALIA
       Neil A. Ciarfalia
Title: Treasurer



RAMADA EXPRESS, INC.

By: ROBERT HADDOCK
        Robert M. Haddock
Title:  Vice President & Treasurer



ADAMAR OF NEW JERSEY, INC.

By: NEIL A. CIARFALIA
       Neil A. Ciarfalia
Title: Treasurer



<PAGE>
                    Exhibit B to Amendment

                       CONSENT OF LENDER

          Reference is hereby made to that certain Term Loan
Agreement dated as of May 28, 1998 among Aztar Corporation
("Borrower"), the Lenders party thereto, and Bank of America
National Trust and Savings Association, as Administrative Agent
(the "Loan Agreement").

          The undersigned Lender hereby consents to the
execution and delivery of Amendment No. 1 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 Lender.


          Date: October 15, 1999


ARCHIMEDES FUNDING, L.L.C.
[Name of Institution]

By:  ING Capital Advisors LLC
     as Collateral Manager

By   MICHAEL D. HATLEY
         Michael D. Hatley
         Managing Director
       [Printed Name and Title]


          Date: October 15, 1999


ARCHIMEDES FUNDING II, Ltd.
[Name of Institution]

By:  ING Capital Advisors LLC
     as Collateral Manager

By   MICHAEL D. HATLEY
         Michael D. Hatley
         Managing Director
       [Printed Name and Title]


          Date: October 27, 1999


Bank of America, N.A.
[Name of Institution]

By SEAN P. BONNER
     Sean P. Bonner
     Vice President
  [Printed Name and Title]



          Date: October 27, 1999


BLACK DIAMOND CAPITAL MGMT.
[Name of Institution]


By JAMES ZENNI

    James Zenni - Principal
       [Printed Name and Title]


          Date: October 25, 1999

EATON VANCE INSTITUTIONAL SENIOR LOAN FUND
BY: EATON VANCE MANAGEMENT
AS INVESTMENT ADVISOR
[Name of Institution]

By PAYSON F. SWAFFIELD
        Payson F. Swaffield
           Vice President
       [Printed Name and Title]


          Date: October 25, 1999

SENIOR DEBT PORTFOLIO
By: Boston Management and Research
    as Investment Advisor
[Name of Institution]



By PAYSON F. SWAFFIELD
        Payson F. Swaffield
           Vice President
       [Printed Name and Title]