exv4w1






EXHIBIT 4.1


CONFORMED AS EXECUTED




FOURTH AMENDMENT TO CREDIT AGREEMENT




          FOURTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of November 10, 2010
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, as Administrative Agent (all capitalized terms used herein and not otherwise
defined herein shall have the respective meanings given to 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 November 10, 2005 (as amended, modified or
supplemented through the date hereof, 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 the Credit Agreement



          1. Section 9.03(ii) of the Credit Agreement is hereby amended by deleting the text
“$60,000,000” appearing therein and inserting the text “$74,000,000” in lieu thereof.




     II. Miscellaneous Provisions



          1. The Borrower hereby represents and warrants that (i) no Default or Event of Default exists
as of the Fourth Amendment Effective Date (as defined below) both before and after giving effect to
this Amendment and (ii) on the Fourth 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. Each of the Credit Parties is duly organized, validly existing and in good standing under
the laws of its jurisdiction of organization, and has the power, and has been duly authorized by
all requisite action, to execute and deliver this Amendment and the other documents, agreements and
instruments executed and delivered in connection herewith to which it is a party, and to perform
its obligations hereunder and thereunder. This Amendment and the other documents, agreements and
instruments executed and delivered in connection herewith have been duly executed and delivered by
each of the applicable Credit Parties. This
Amendment and the other documents, agreements and instruments executed and delivered in connection
herewith are the legal, valid and binding obligations of each applicable Credit Party, enforceable
against such Credit Party in accordance with their respective terms, except as such







 









 







enforceability may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium
or similar law affecting creditors’ rights generally (regardless of whether enforcement is sought
at equity or at law).




          3. This Amendment shall become effective on the date (the “Fourth Amendment Effective
Date”) on which each of the Required Lenders, the Borrower and each Subsidiary Guarantor shall
have signed a counterpart hereof (whether the same or different counterparts) and shall have
delivered (including by way of facsimile or other electronic 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: 212-354-8113 / e-mail:
myip@whitecase.com).




          4. 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.




          5. 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.




          6. 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.




* * *



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          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:  Chief Financial Officer & 	 
	 	 	Senior Vice President 	 



	 	 	 	 	 
	 	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.,

AMERISTAR EAST CHICAGO HOLDINGS, LLC

AMERISTAR CASINO EAST CHICAGO, LLC

 	 
	 	By:  	/s/ Thomas Steinbauer
 	 
	 	 	Title:  Chief Financial Officer & 	 
	 	 	Senior Vice President 	 



	 	 	 	 	 
	 	DEUTSCHE BANK TRUST COMPANY AMERICAS, Individually
and as 
Administrative Agent	 
	 
	 	By:  	/s/ Mary Kay Coyle
 	 
	 	 	Title: Managing Director 	 
	 	 	 	 
	 	By:  	
/s/ Paul O’Leary
 	 
	 	 	Tile: Director 	 
	 	 	 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	SIGNATURE PAGE TO THE FOURTH 

AMENDMENT TO CREDIT AGREEMENT, 

DATED AS OF THE DATE FIRST REFERENCED 

ABOVE, AMONG AMERISTAR CASINOS, INC., 

THE LENDERS PARTY HERETO FROM TIME TO
TIME, AND DEUTSCHE BANK TRUST 

COMPANY AMERICAS, AS ADMINISTRATIVE AGENT



NAME OF INSTITUTION:



LANDMARK VI CDO LTD.

BY: ALADDIN CAPITAL MANAGEMENT LLC

        AS MANAGER

 	 
	 	By:  	/s/ Alyse Kelly
 	 
	 	 	Title:   Authorized Signatory 	 



	 	 	 	 	 
	 	BANK OF AMERICA, N.A.

 	 
	 	By:  	/s/ Brandon Bolio
 	 
	 	 	Title:   Vice President 	 



	 	 	 	 	 
	 	CAPITAL ONE, N.A.

 	 
	 	By:  	/s/ Kacy Kent
 	 
	 	 	Title:   Vice President 	 



	 	 	 	 	 
	 	COMERICA BANK

 	 
	 	By:  	/s/ Bryan C. Camden
 	 
	 	 	Title:   Vice President 	 



	 	 	 	 	 
	 	COMMERZBANK AG, NEW YORK AND GRAND CAYMAN BRANCHES

 	 
	 	By:  	/s/ Werner Schmidbauer
 	 
	 	 	Title:   Senior Vice President 	 



	 	 	 	 	 
	 	By:  	/s/ Kelly Goudge
 	 
	 	 	Title:   Assistant Treasurer 	 
	 	 	 	 



 









 






	 	 	 	 	 
	 	CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK

 	 
	 	By:  	/s/ David Bowers
 	 
	 	 	Title:   Managing Director 	 



	 	 	 	 	 
	 	By:  	/s/ Joseph A. Asciolla
 	 
	 	 	Title:   Managing Director 	 



	 	 	 	 	 
	 	GE CAPITAL CORPORATION

 	 
	 	By:  	/s/ Jason Soto
 	 
	 	 	Title:   Authorized Signatory 	 



	 	 	 	 	 
	 	MERRILL LYNCH CAPITAL CORPORATION

 	 
	 	By:  	/s/ Christopher DiBiase
 	 
	 	 	Title:   Vice President 	 



	 	 	 	 	 
	 	NATIXIS

 	 
	 	By:  	/s/ Christian Paragor-Rieuton
 	 
	 	 	Title:   Director 	 



	 	 	 	 	 
	 	By:  	/s/ Frank H. Madden, Jr.
 	 
	 	 	Title:   Managing Director 	 



	 	 	 	 	 
	 	RAYMOND JAMES BANK, FSB

 	 
	 	By:  	/s/ James M. Armstrong
 	 
	 	 	Title:   Vice President 	 



	 	 	 	 	 
	 	U.S. BANK N.A.

 	 
	 	By:  	/s/ Brian Schwallie
 	 
	 	 	Title:   Vice President 	 



	 	 	 	 	 
	 	WELLS FARGO BANK, N.A.

 	 
	 	By:  	/s/ James L. Neil
 	 
	 	 	Title:   Vice President