##### 



EXHIBIT 4.2
 [CONFORMED COPY]




---



##### 



TABLE OF CONTENTS
 PageSECTION 1.
    
    Amount and Terms of Credit
    
    
    11.01
    
    
    The Commitments
    
    
    11.02
    
    
    Minimum Amount of Each Borrowing
    
    
    41.03
    
    
    Notice of Borrowing
    
    
    41.04
    
    
    Disbursement of Funds
    
    
    51.05
    
    
    Notes
    
    
    51.06
    
    
    Conversions
    
    
    71.07
    
    
    Pro Rata Borrowings
    
    
    81.08
    
    
    Interest
    
    
    81.09
    
    
    Interest Periods
    
    
    91.10
    
    
    Increased Costs, Illegality, etc.
    
    
    101.11
    
    
    Compensation
    
    
    121.12
    
    
    Change of Lending Office
    
    
    121.13
    
    
    Replacement of Lenders
    
    
    121.14
    
    
    Incremental Loan Commitments
    
    
    13SECTION 2.
    
    Letters of Credit
    
    
    172.01
    
    
    Letters of Credit
    
    
    172.02
    
    
    Letter of Credit Requests
    
    
    182.03
    
    
    Letter of Credit Participations
    
    
    192.04
    
    
    Agreement to Repay Letter of Credit Drawings
    
    
    202.05
    
    
    Increased Costs
    
    
    21SECTION 3.
    
    Commitment Commission; Fees; Reductions of Commitment
    
    
    223.01
    
    
    Fees
    
    
    223.02
    
    
    Voluntary Termination and Reduction of Commitments
    
    
    233.03
    
    
    Mandatory Reduction of Commitments
    
    
    24SECTION 4.
    
    Prepayments; Payments; Taxes
    
    
    244.01
    
    
    Voluntary Prepayments
    
    
    244.02
    
    
    Mandatory Repayments and Commitment Reductions
    
    
    264.03
    
    
    Method and Place of Payment
    
    
    324.04
    
    
    Net Payments
    
    
    32SECTION 5.
    
    Conditions Precedent to Credit Events on the Initial Borrowing Date
    
    
    355.01
    
    
    Execution of Agreement; Notes
    
    
    355.02
    
    
    Fees, etc.
    
    
    355.03
    
    
    Opinions of Counsel
    
    
    355.04
    
    
    Corporate Documents; Proceedings; etc.
    
    
    35
 (i)




---



##### 



Page5.05
    
    
    Shareholders Agreements; Management Agreements; Tax Sharing Agreements;
Employee Benefit Plans; Employment Agreements; Collective Bargaining Agreements;
Debt Agreements; Material Contracts; Non-Compete Agreements; Affiliate Contracts
    
    
    365.06
    
    
    Refinancing; Indebtedness
    
    
    365.07
    
    
    Pledge Agreement
    
    
    375.08
    
    
    Security Agreement
    
    
    375.09
    
    
    Mortgages; Title Insurance; etc.
    
    
    385.10
    
    
    Subsidiary Guaranty
    
    
    395.11
    
    
    Ship Mortgages
    
    
    395.12
    
    
    Adverse Change, etc.
    
    
    395.13
    
    
    Solvency Certificate; Insurance
    
    
    395.14
    
    
    Financial Statements; Projections; Management Letters
    
    
    405.15
    
    
    Litigation
    
    
    405.16
    
    
    Approvals, etc.
    
    
    405.17
    
    
    No Conflict with Agreements
    
    
    415.18
    
    
    Credit Facility Rating
    
    
    415.19
    
    
    Margin Regulations
    
    
    41SECTION 6.
    
    Conditions Precedent to All Credit Events
    
    
    416.01
    
    
    No Default; Representations and Warranties
    
    
    416.02
    
    
    Notice of Borrowing; Letter of Credit Request
    
    
    416.03
    
    
    Compliance with Existing Subordinated Notes Indenture
    
    
    42SECTION 7.
    
    Representations and Warranties
    
    
    427.01
    
    
    Corporate Status
    
    
    427.02
    
    
    Corporate Power and Authority
    
    
    437.03
    
    
    No Violation
    
    
    437.04
    
    
    Governmental Approvals
    
    
    437.05
    
    
    Financial Statements; Financial Condition; Undisclosed Liabilities;
Projections; etc.
    
    
    437.06
    
    
    Litigation
    
    
    447.07
    
    
    True and Complete Disclosure
    
    
    447.08
    
    
    Use of Proceeds; Margin Regulations
    
    
    457.09
    
    
    Tax Returns and Payments
    
    
    457.10
    
    
    Compliance with ERISA
    
    
    457.11
    
    
    The Security Documents
    
    
    467.12
    
    
    Properties
    
    
    477.13
    
    
    Subsidiaries
    
    
    487.14
    
    
    Compliance with Statutes, etc.
    
    
    487.15
    
    
    Investment Company Act
    
    
    487.16
    
    
    Public Utility Holding Company Act
    
    
    487.17
    
    
    Labor Relations
    
    
    487.18
    
    
    Patents, Licenses, Franchises and Formulas
    
    
    487.19
    
    
    Indebtedness
    
    
    487.20
    
    
    Environmental Matters
    
    
    49
 (ii)




---



##### 



Page7.21
    
    
    Senior Debt
    
    
    497.22
    
    
    Legal Names; Type of Organization (and Whether a Registered
Organization); Jurisdiction of Organization; etc.
    
    
    49SECTION 8.
    
    Affirmative Covenants
    
    
    508.01
    
    
    Information Covenants
    
    
    508.02
    
    
    Books, Records and Inspections
    
    
    538.03
    
    
    Maintenance of Property; Insurance
    
    
    538.04
    
    
    Corporate Franchises
    
    
    548.05
    
    
    Compliance with Statutes, etc.
    
    
    548.06
    
    
    ERISA
    
    
    548.07
    
    
    End of Fiscal Years; Fiscal Quarters
    
    
    558.08
    
    
    Performance of Obligations
    
    
    558.09
    
    
    Payment of Taxes
    
    
    558.10
    
    
    Intellectual Property Rights
    
    
    568.11
    
    
    Additional Security; Further Assurances
    
    
    568.12
    
    
    Foreign Subsidiaries Security; etc.
    
    
    588.13
    
    
    Permitted Acquisitions
    
    
    598.14
    
    
    Compliance with Environmental Laws
    
    
    60SECTION 9.
    
    Negative Covenants
    
    
    619.01
    
    
    Liens
    
    
    619.02
    
    
    Consolidation, Merger, Purchase or Sale of Assets, etc.
    
    
    639.03
    
    
    Dividends
    
    
    659.04
    
    
    Indebtedness
    
    
    659.05
    
    
    Advances, Investments and Loans
    
    
    669.06
    
    
    Transactions with Affiliates
    
    
    689.07
    
    
    Maximum Capital Expenditures
    
    
    689.08
    
    
    Leverage Ratio
    
    
    689.09
    
    
    Senior Leverage Ratio
    
    
    709.10
    
    
    Consolidated Fixed Charge Coverage Ratio
    
    
    729.11
    
    
    Limitation on Modifications of Certificate of Incorporation, By-Laws and
Certain Other Agreements; Limitations of Prepayments and Modifications of
Indebtedness; etc.
    
    
    739.12
    
    
    Limitation on Certain Restrictions on Subsidiaries
    
    
    739.13
    
    
    Limitation on Issuance of Capital Stock
    
    
    749.14
    
    
    Business
    
    
    749.15
    
    
    Limitations on Creation/Sale of Subsidiaries
    
    
    749.16
    
    
    No Other Designated Senior Indebtedness
    
    
    75SECTION 10.
    
    Events of Default
    
    
    7510.01
    
    
    Payments
    
    
    7510.02
    
    
    Representations, etc.
    
    
    7510.03
    
    
    Covenants
    
    
    7510.04
    
    
    Default Under Other Agreements
    
    
    7610.05
    
    
    Bankruptcy, etc.
    
    
    76
 (iii)




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##### 



Page10.06
    
    
    ERISA
    
    
    7610.07
    
    
    Security Documents
    
    
    7710.08
    
    
    Guaranty
    
    
    7710.09
    
    
    Judgments
    
    
    7710.10
    
    
    Gaming Authority
    
    
    7810.11
    
    
    Change of Control
    
    
    78SECTION 11.
    
    Definitions and Accounting Terms
    
    
    7811.01
    
    
    Defined Terms
    
    
    78SECTION 12.
    
    The Administrative Agent
    
    
    10512.01
    
    
    Appointment
    
    
    10512.02
    
    
    Nature of Duties
    
    
    10612.03
    
    
    Lack of Reliance on the Administrative Agent
    
    
    10612.04
    
    
    Certain Rights of the Administrative Agent
    
    
    10712.05
    
    
    Reliance
    
    
    10712.06
    
    
    Indemnification
    
    
    10712.07
    
    
    The Administrative Agent in Its Individual Capacity
    
    
    10712.08
    
    
    Holders
    
    
    10812.09
    
    
    Resignation by the Administrative Agent
    
    
    10812.10
    
    
    Amendments to Security Documents
    
    
    10912.11
    
    
    Other Agents
    
    
    10912.12
    
    
    Delivery of Information
    
    
    110SECTION 13.
    
    Miscellaneous
    
    
    11013.01
    
    
    Payment of Expenses, etc.
    
    
    11013.02
    
    
    Right of Setoff; Collateral Matters
    
    
    11113.03
    
    
    Notices
    
    
    11113.04
    
    
    Benefit of Agreement
    
    
    11213.05
    
    
    No Waiver; Remedies Cumulative
    
    
    11513.06
    
    
    Payments Pro Rata
    
    
    11513.07
    
    
    Calculations; Computations
    
    
    11613.08
    
    
    GOVERNING LAW; SUBMISSION TO JURISDICTION; VENUE; WAIVER OF JURY TRIAL
    
    
    11713.09
    
    
    Counterparts
    
    
    11713.10
    
    
    Effectiveness
    
    
    11813.11
    
    
    Headings Descriptive
    
    
    11813.12
    
    
    Amendment or Waiver; etc.
    
    
    11813.13
    
    
    Survival
    
    
    12013.14
    
    
    Domicile of Loans
    
    
    12013.15
    
    
    Confidentiality
    
    
    12013.16
    
    
    Registry
    
    
    12113.17
    
    
    Application of Gaming Regulations
    
    
    12113.18
    
    
    USA PATRIOT Act Notice
    
    
    12213.19
    
    
    Post-Closing Actions
    
    
    122
 (iv)




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##### 



SCHEDULE I
    
    CommitmentsSCHEDULE II
    
    Bank AddressesSCHEDULE III
    
    Real PropertySCHEDULE IV
    
    InsuranceSCHEDULE V
    
    Existing LiensSCHEDULE VI
    
    Existing IndebtednessSCHEDULE VII
    
    Tax MattersSCHEDULE VIII
    
    SubsidiariesSCHEDULE IX
    
    Ship PropertiesSCHEDULE X
    
    Environmental MattersSCHEDULE XI
    
    Legal Names; Type of Organization
(and Whether a Registered Organization); Jurisdiction of Organization, etc.SCHEDULE XII
    
    Existing Letters of CreditEXHIBIT A
    
    Form of Notice of BorrowingEXHIBIT B-1
    
    Form of Initial Term NoteEXHIBIT B-2
    
    Form of Revolving NoteEXHIBIT B-3
    
    Form of Swingline NoteEXHIBIT B-4
    
    Form of Incremental Term NoteEXHIBIT C
    
    Form of Letter of Credit RequestEXHIBIT D
    
    Form of Section 4.04(b)(ii) CertificateEXHIBIT E
    
    Opinion of Gibson, Dunn & Crutcher LLP,
Special Counsel to the Credit PartiesEXHIBIT F
    
    Form of Officers CertificateEXHIBIT G
    
    Form of Pledge AgreementEXHIBIT H
    
    Form of Security AgreementEXHIBIT I
    
    Form of MortgageEXHIBIT J
    
    Form of Subsidiary GuarantyEXHIBIT K
    
    Form of Assignment and Assumption AgreementEXHIBIT L
    
    Form of Solvency CertificateEXHIBIT M
    
    Form of Ship MortgageEXHIBIT N
    
    Form of Intercompany NoteEXHIBIT O
    
    Form of Incremental Commitment Agreement
 (v)




---



##### 



Borrower
 WITNESSETH
   Amount and Terms of Credit
 The Commitments
 Revolving Loan Revolving Loans provided




---



##### 



Swingline Loan Swingline Loans
   provided
     -2-




---



##### 



Mandatory
Borrowing
 Incremental Term Loan Incremental Term Loans
 -3-




---



##### 



provided
 Minimum Amount of Each Borrowing provided
 Notice of Borrowing provided Notice of Borrowing
   -4-




---



##### 



Disbursement of Funds pro rata
 Notes
 -5-




---



##### 



Initial
Term Note Initial Term Notes Revolving Note Revolving Notes Swingline Note Swingline Notes
     -6-




---



##### 



Incremental Term Note Incremental Term Notes
 Conversions provided
 -7-




---



##### 



Notice of Conversion
 Pro Rata Borrowings pro rata
 Interest
    -8-




---



##### 



Interest Periods Interest Period provided
    provided however
    -9-




---



##### 



Increased Costs, Illegality, etc.
    -10-




---



##### 



provided
  -11-




---



##### 



provided
 Compensation
 Change of Lending Office provided
 Replacement of Lenders
 -12-




---



##### 



Replaced Lender Replacement Lender provided
 Incremental Loan Commitments
 -13-




---



##### 



provided
      -14-




---



##### 



Pro Forma
      Incremental Lender
   -15-




---



##### 



pro rata pro rata
 -16-




---



##### 



pro rata
 Letters of Credit
 Letters of Credit th Standby Letter of
Credit Trade Letter of Credit Letter of Credit Existing Letter of Credit Existing Letters of Credit
 provided
  -17-




---



##### 



th
 Letter of Credit Requests Letter
of Credit Request
  -18-




---



##### 



Letter of Credit Participations Participant
   -19-




---



##### 



Agreement to Repay Letter of Credit Drawings
 -20-




---



##### 



Unpaid Drawing provided however provided
 Drawing
 Increased Costs
 -21-




---



##### 



Commitment Commission; Fees; Reductions of Commitment
 Fees Commitment Commissio
 Letter of Credit
Fee
 Facing Fee provided
 -22-




---



##### 



Voluntary Termination and Reduction of Commitments provided
  -23-




---



##### 



Mandatory Reduction of Commitments
       Prepayments; Payments; Taxes
 Voluntary Prepayments
 -24-




---



##### 



provided pro rata pro rata pro rata pro rata
  -25-




---



##### 



pro rata
 Mandatory Repayments and Commitment Reductions
 Initial
Term Loan Reference Amount Initial Term Loan Scheduled Repayment
 Percentage of InitialTerm LoanScheduled Repayment Date
    
    Reference AmountQuarterly Payment Date
in March, 2006
    
    
    0.25
    %Quarterly Payment Date
in June, 2006
    
    
    0.25
    %Quarterly Payment Date
in September, 2006
    
    
    0.25
    %Quarterly Payment Date
in December, 2006
    
    
    0.25
    %
 -26-




---



##### 



Percentage of InitialTerm LoanScheduled Repayment Date
    
    Reference AmountQuarterly Payment Date
in March, 2007
    
    
    0.25
    %Quarterly Payment Date
in June, 2007
    
    
    0.25
    %Quarterly Payment Date
in September, 2007
    
    
    0.25
    %Quarterly Payment Date
in December, 2007
    
    
    0.25
    %Quarterly Payment Date
in March, 2008
    
    
    0.25
    %Quarterly Payment Date
in June, 2008
    
    
    0.25
    %Quarterly Payment Date
in September, 2008
    
    
    0.25
    %Quarterly Payment Date
in December, 2008
    
    
    0.25
    %Quarterly Payment Date
in March, 2009
    
    
    0.25
    %Quarterly Payment Date
in June, 2009
    
    
    0.25
    %Quarterly Payment Date
in September, 2009
    
    
    0.25
    %Quarterly Payment Date
in December, 2009
    
    
    0.25
    %Quarterly Payment Date
in March, 2010
    
    
    0.25
    %Quarterly Payment Date
in June, 2010
    
    
    0.25
    %Quarterly Payment Date
in September, 2010
    
    
    0.25
    %
 -27-




---



##### 



Percentage of InitialTerm LoanScheduled Repayment Date
    
    Reference AmountQuarterly Payment Date
in December, 2010
    
    
    0.25
    %Quarterly Payment Date
in March, 2011
    
    
    0.25
    %Quarterly Payment Date
in June, 2011
    
    
    0.25
    %Quarterly Payment Date
in September, 2011
    
    
    0.25
    %Quarterly Payment Date
in December, 2011
    
    
    23.56
    %Quarterly Payment Date
in March, 2012
    
    
    23.56
    %Quarterly Payment Date
in June, 2012
    
    
    23.56
    %Initial Term Maturity Date
    
    
    23.57
    %
 provided multiplied by divided by
 Incremental Term Loan Scheduled
Repayment Scheduled
Repayments provided
 -28-




---



##### 



multiplied by divided by
  provided Reinvestment Election provided
 -29-




---



##### 



provided however provided further
 pro rata
 -30-




---



##### 



pro rata
 first second provided pro rata
 Waivable Repayment provided
 -31-




---



##### 



provided further
  Method and Place of Payment
 Net Payments
 -32-




---



##### 



Taxes
 Section 4.04(b)(ii)
Certificate
 -33-




---



##### 



Tax Benefit provided however
 -34-




---



##### 



Conditions Precedent to Credit Events on the Initial Borrowing Date
 Execution of Agreement; Notes
 Fees, etc.
 Opinions of Counsel
 Corporate Documents; Proceedings; etc.
  -35-




---



##### 



Shareholders Agreements; Management Agreements; Tax Sharing Agreements; Employee
Benefit Plans; Employment Agreements; Collective Bargaining Agreements; Debt Agreements; Material
Contracts; Non-Compete Agreements; Affiliate Contracts Shareholders Agreement Management Agreements Tax Sharing Agreement Tax
Sharing Agreements Employee
Benefit Plans Employment Agreement Collective Bargaining Agreements Debt Agreements Material Contracts Non-Compete Agreements Affiliate Contracts
 Refinancing; Indebtedness Refinancing
 -36-




---



##### 



Pledge Agreement Pledge Agreement
 Security Agreement Security Agreement
     -37-




---



##### 



Mortgages; Title Insurance; etc.
 Mortgage Mortgages Mortgaged Property Mortgaged Properties
  Mortgage Policies
  -38-




---



##### 



Subsidiary Guaranty Subsidiary Guaranty
 Ship Mortgages Ship Mortgage Ship Mortgages Mortgaged Ship Property Mortgaged Ship Properties
 Adverse Change, etc.
 Solvency Certificate; Insurance
 -39-




---



##### 



Financial Statements; Projections; Management Letters
 Litigation
 Approvals, etc.
  -40-




---



##### 



No Conflict with Agreements
 Credit Facility Rating
 Margin Regulations
 Conditions Precedent to All Credit Events
 No Default; Representations and Warranties
 Notice of Borrowing; Letter of Credit Request
 -41-




---



##### 



Compliance with Existing Subordinated Notes Indenture
  Representations and Warranties
 Corporate Status
 -42-




---



##### 



Corporate Power and Authority
 No Violation
 Governmental Approvals
 Financial Statements; Financial Condition; Undisclosed Liabilities; Projections;
etc.
 -43-




---



##### 



Projections
 Litigation
 True and Complete Disclosure
 -44-




---



##### 



Use of Proceeds; Margin Regulations
   Tax Returns and Payments Returns
 Compliance with ERISA
 -45-




---



##### 



The Security Documents
 -46-




---



##### 



Properties
 -47-




---



##### 



Subsidiaries
 Compliance with Statutes, etc.
 Investment Company Act
 Public Utility Holding Company Act
 Labor Relations
 Patents, Licenses, Franchises and Formulas
 Indebtedness
 -48-




---



##### 



provided Existing Indebtedness
 Environmental Matters
   Senior Debt
 Legal Names; Type of Organization (and Whether a Registered Organization);
Jurisdiction of Organization; etc.
 -49-




---



##### 



Affirmative Covenants
 Information Covenants
 Quarterly Financial Statements
 Annual Financial Statements
 -50-




---



##### 



Management Letters
 Budgets
 Officers Certificates
 Notice of Default or Litigation
 Other Reports and Filings
 -51-




---



##### 



Environmental Matters
    provided
  Notice of Commitment Reductions and Mandatory Repayments
 -52-




---



##### 



Other Information
 Books, Records and Inspections
 Maintenance of Property; Insurance
  -53-




---



##### 



Corporate Franchises provided however
 Compliance with Statutes, etc.
 ERISA
 -54-




---



##### 



End of Fiscal Years; Fiscal Quarters
 Performance of Obligations
 Payment of Taxes
 -55-




---



##### 



provided
 Intellectual Property Rights.
 Additional Security; Further Assurances Additional Mortgage Additional Mortgaged Property
 Additional Ship
Mortgage Additional Ship Mortgaged Property
  -56-




---



##### 



provided
 provided
   -57-




---



##### 



Foreign Subsidiaries Security; etc.
 -58-




---



##### 



Permitted Acquisitions
   Pro Forma
   -59-




---



##### 



Compliance with Environmental Laws
 -60-




---



##### 



Negative Covenants
 Liens provided Permitted Liens
  -61-




---



##### 



provided
    provided
 provided
  -62-




---



##### 



provided
       Consolidation, Merger, Purchase or Sale of Assets, etc.
 -63-




---



##### 



provided
          -64-




---



##### 



Dividends
   Indebtedness
   provided
 provided
   -65-




---



##### 



Exhibit N
  provided
  Advances, Investments and Loans Investment Investments
    -66-




---



##### 



-67-




---



##### 



provided
 Transactions with Affiliates
         Maximum Capital Expenditures
 Leverage Ratio
 -68-




---



##### 



Period
    
    RatioFiscal Quarter ending
December 31, 2005
    
    
    5.50:1.00Fiscal Quarter ending
March 31, 2006
    
    
    5.50:1.00Fiscal Quarter ending
June 30, 2006
    
    
    5.50:1.00Fiscal Quarter ending
September 30, 2006
    
    
    5.50:1.00Fiscal Quarter ending
December 31, 2006
    
    
    5.50:1.00Fiscal Quarter ending
March 31, 2007
    
    
    5.50:1.00Fiscal Quarter ending
June 30, 2007
    
    
    5.50:1.00Fiscal Quarter ending
September 30, 2007
    
    
    5.50:1.00Fiscal Quarter ending
December 31, 2007
    
    
    5.50:1.00Fiscal Quarter ending
March 31, 2008
    
    
    5.50:1.00Fiscal Quarter ending
June 30, 2008
    
    
    5.50:1.00Fiscal Quarter ending
September 30, 2008
    
    
    5.25:1.00Fiscal Quarter ending
December 31, 2008
    
    
    5.25:1.00Fiscal Quarter ending
March 31, 2009
    
    
    5.25:1.00Fiscal Quarter ending
June 30, 2009
    
    
    5.25:1.00
 -69-




---



##### 



Period
    
    RatioFiscal Quarter ending
September 30, 2009
    
    
    5.00:1.00Fiscal Quarter ending
December 31, 2009
    
    
    5.00:1.00Fiscal Quarter ending
March 31, 2010
    
    
    4.75:1.00Fiscal Quarter ending
June 30, 2010
    
    
    4.75:1.00Fiscal Quarter ending
September 30, 2010
    
    
    4.75:1.00Fiscal Quarter ending
December 31, 2010
    
    
    4.75:1.00Fiscal Quarter ending
March 31, 2011
    
    
    4.50:1.00Fiscal Quarter ending
June 30, 2011
    
    
    4.50:1.00Fiscal Quarter ending
September 30, 2011
    
    
    4.50:1.00Fiscal Quarter ending
December 31, 2011
    
    
    4.50:1.00Fiscal Quarter ending
March 31, 2012
    
    
    4.50:1.00Fiscal Quarter ending
June 30, 2012
    
    
    4.50:1.00Fiscal Quarter ending
September 30, 2012
    
    
    4.50:1.00Thereafter
    
    
    4.50:1.00.
 Senior Leverage Ratio
 -70-




---



##### 



Period
    
    RatioFiscal Quarter ending
December 31, 2005
    
    
    4.00:1.00Fiscal Quarter ending
March 31, 2006
    
    
    4.00:1.00Fiscal Quarter ending
June 30, 2006
    
    
    4.00:1.00Fiscal Quarter ending
September 30, 2006
    
    
    4.00:1.00Fiscal Quarter ending
December 31, 2006
    
    
    4.00:1.00Fiscal Quarter ending
March 31, 2007
    
    
    4.25:1.00Fiscal Quarter ending
June 30, 2007
    
    
    4.25:1.00Fiscal Quarter ending
September 30, 2007
    
    
    4.25:1.00Fiscal Quarter ending
December 31, 2007
    
    
    4.50:1.00Fiscal Quarter ending
March 31, 2008
    
    
    4.50:1.00Fiscal Quarter ending
June 30, 2008
    
    
    4.50:1.00Fiscal Quarter ending
September 30, 2008
    
    
    4.50:1.00Fiscal Quarter ending
December 31, 2008
    
    
    4.50:1.00Fiscal Quarter ending
March 31, 2009
    
    
    4.50:1.00Fiscal Quarter ending
June 30, 2009
    
    
    4.25:1.00
 -71-




---



##### 



Period
    
    RatioFiscal Quarter ending
September 30, 2009
    
    
    4.00:1.00Fiscal Quarter ending
December 31, 2009
    
    
    3.75:1.00Fiscal Quarter ending
March 31, 2010
    
    
    3.50:1.00Fiscal Quarter ending
June 30, 2010
    
    
    3.00:1.00Fiscal Quarter ending
September 30, 2010
    
    
    3.00:1.00Fiscal Quarter ending
December 31, 2010
    
    
    3.00:1.00Fiscal Quarter ending
March 31, 2011
    
    
    3.00:1.00Fiscal Quarter ending
June 30, 2011
    
    
    3.00:1.00Fiscal Quarter ending
September 30, 2011
    
    
    3.00:1.00Fiscal Quarter ending
December 31, 2011
    
    
    3.00:1.00Fiscal Quarter ending
March 31, 2012
    
    
    3.00:1.00Fiscal Quarter ending
June 30, 2012
    
    
    3.00:1.00Fiscal Quarter ending
September 30, 2012
    
    
    3.00:1.00Thereafter
    
    
    3.00:1.00.
 Consolidated Fixed Charge Coverage Ratio
 -72-




---



##### 



Limitation on Modifications of Certificate of Incorporation, By-Laws and Certain
Other Agreements; Limitations of Prepayments and Modifications of Indebtedness; etc.
    Limitation on Certain Restrictions on Subsidiaries
 -73-




---



##### 



Limitation on Issuance of Capital Stock
  Business
 Limitations on Creation/Sale of Subsidiaries provided
 -74-




---



##### 



provided
 No Other Designated Senior Indebtedness
 Events of Default Event of Default
 Payments
 Representations, etc.
 Covenants
 -75-




---



##### 



Default Under Other Agreements provided
 Bankruptcy, etc. Bankruptcy
Code
 ERISA
 -76-




---



##### 



Security Documents
 Guaranty
 Judgments
 -77-




---



##### 



Gaming Authority
 Change of Control
 provided
 Definitions and Accounting Terms
 Defined Terms
 Accounting Changes
 Additional Collateral
 Additional Mortgage
 Additional Mortgaged Property
 -78-




---



##### 



Additional Security Documents
 Additional Ship Mortgage
 Additional Ship Mortgaged Property
 Additional Subordinated Notes provided
 Administrative Agent
 Affiliate provided however
 Affiliate Contracts
 Agreement
 Anticipated Reinvestment Amount
 Applicable Margin Applicable Commitment Commission Percentage
 -79-




---



##### 



i.e.
 ApplicableRevolving Loans
    
    Revolving Loans
    
    Commitmentmaintained as
    
    maintained as
    
    CommissionLevel
    
    Leverage Ratio
    
    Eurodollar Loans
    
    Base Rate Loans
    
    Percentage1
    
    Greater than or
equal to 5.0:1.00
    
    
    1.75
    %
    
    
    0.75
    %
    
    
    0.50
    %2
    
    Less than 5.00:1.00
but greater than or
equal to 4.50:1.00
    
    
    1.625
    %
    
    
    0.625
    %
    
    
    0.375
    %3
    
    Less than 4.50:1.00
but greater than or
equal to 4.00:1.00
    
    
    1.50
    %
    
    
    0.50
    %
    
    
    0.30
    %4
    
    Less than 4.00:1.00
but greater than or
equal to 3.50:1.00
    
    
    1.25
    %
    
    
    0.25
    %
    
    
    0.25
    %5
    
    Less than 3.50:1.00
but greater than or
equal to 3.00:1.00
    
    
    1.00
    %
    
    
    0
    %
    
    
    0.25
    %6
    
    Less than 3.00:1.00
but greater than or
equal to
2.50:1.00
    
    
    0.875
    %
    
    
    0
    %
    
    
    0.25
    %7
    
    Less than
2.50:1.00
    
    
    0.75
    %
    
    
    0
    %
    
    
    0.25
    %
 provided however
 -80-




---



##### 



provided further
    Asset Sale
 Assignment and Assumption Agreement
 Authorized Officer
 -81-




---



##### 



Available Investment Basket Amount minus minus minus plus
 Bankruptcy Code
 Base Rate 1 2
 Base Rate Loan
 Borrower
 Borrowing provided
 Business Day
 -82-




---



##### 



Calculation Date Pro Forma
 Calculation Period
 Capital Expenditures
 Capitalized Lease Obligations
 Cash Equivalents provided
 CERCLA et seq.
 Change of Control
 -83-




---



##### 



Code
 Collateral
 Collateral Agent
 Collective Bargaining Agreements
 Commitment i.e.
 Commitment Commission
 Consolidated Adjusted EBITDA
 Consolidated Cash Interest Expense
 -84-




---



##### 



Consolidated EBITDA
 Consolidated Fixed Charge Coverage Ratio Pro Forma
 Consolidated Fixed Charges
 Consolidated Indebtedness
 Consolidated Net Income
 Consolidated Net Interest Expense
 -85-




---



##### 



Consolidated Subsidiaries
 Contingent Obligation provided however
 CPI
 Credit Documents
 Credit Event
 Credit Party
 DBTCA
 Debt Agreements
 Default
 Defaulting Lender
 -86-




---



##### 



Development Agreement
 Disqualified Stock
 Dividend
 Dollars $
 Domestic Subsidiary
 Drawing
 Effective Date
 Employee Benefit Plan
 Employment Agreement
 -87-




---



##### 



End Date
 Environmental Claims
 Environmental Law et seq. et seq. et seq. et seq. et seq. et seq.
 ERISA
 ERISA Affiliate
 Eurodollar Loan
 Eurodollar Loan Availability Date
 Eurodollar Rate
 -88-




---



##### 



provided
 Event of Default
 Exchange Act
 Excluded Recovery Event
 Existing Credit Agreement
 Existing Indebtedness
 Existing Letters of Credit
 Existing Subordinated Notes
 Existing Subordinated Notes Indenture
 Facing Fee
 Federal Funds Rate
 -89-




---



##### 



Fees
 Foreign Subsidiary
 Former Lender
 GAAP
 Gaming Authority
 Gaming Business
 Gaming Regulations
 Guarantor
 Guaranty
 Hazardous Materials
 Incremental Commitment
 Incremental Commitment Agreement Exhibit O
 Incremental Commitment Termination Date
 -90-




---



##### 



Incremental Lender
 Incremental Term Loan
 Incremental Term Loan Borrowing Date provided
 Incremental Term Loan Commitment
 Incremental Term Loan Maturity Date
 Incremental Term Loan Scheduled Repayment
 Incremental Term Notes
 Indebtedness
 Initial Borrowing Date
 Initial Term Loan
 Initial Term Loan Commitments
 -91-




---



##### 



Initial Term Loan Reference Amount
 Initial Term Loan Scheduled Repayment
 Initial Term Maturity Date
 Initial Term Notes
 Intellectual Property
 Interest Determination Date
 Interest Period
 Interest Rate Protection or Other Hedging Agreement
 Investment
 Investment Entity
 Issuing Lender
 Joint Lead Arrangers
 L/C Supportable Obligations
 -92-




---



##### 



Leaseholds
 Lender provided
 Lender Default
 Letter of Credit
 Letter of Credit Fee
 Letter of Credit Outstandings
 Letter of Credit Request
 Leverage Ratio provided Pro Forma
 License Revocations
 Lien
 Liquor Laws
 Loan
 Majority Grid Lenders
 -93-




---



##### 



Majority Lenders
 Management Agreements
 Mandatory Borrowing
 Margin Reduction Period
 Margin Stock
 Material Adverse Effect
 Material Contracts
 Material Gaming Facility
 Material Subsidiary provided
 -94-




---



##### 



provided Material Subsidiary
 Maturity Date i.e.
 Maximum Permitted Consideration
 Maximum Swingline Amount
 Minimum Borrowing Amount
 Moodys
 Mortgage
 Mortgaged Property
 Mortgaged Ship Property
 Mortgage Policies
 Native American Subsidiary
 -95-




---



##### 



Neilsen Family Group
 Net Asset Sale Proceeds
 Net Insurance Proceeds
 New Tranche
 Non-Compete Agreements
 -96-




---



##### 



Non-Defaulting Lender
 Note
 Notice of Borrowing
 Notice of Conversion
 Notice Office
 Obligations
 Participant
 PATRIOT Act
 Payment Office
 PBGC
 Permitted Acquisition provided Acquired Person
 -97-




---



##### 



Permitted Encumbrance
 Permitted Liens
 Person
 Plan
 Pledge Agreement
 Pledge Agreement Collateral
 Pledged Securities
 Prime Lending Rate
 Pro Forma Basis
 -98-




---



##### 



Projections
 Qualified Person
 Quarterly Payment Date
 Real Property
 Recovery Event
 Reference Lender
 Refinancing
 Refinancing Documents
 Register
 -99-




---



##### 



Regulation D
 Regulation T
 Regulation U
 Regulation X
 Reinvestment Assets
 Reinvestment Election
 Reinvestment Notice
 Release
 Replaced Lender
 Replacement Lender
 Reportable Event
 Required Lenders
 -100-




---



##### 



Returns
 Revenue Bonds Guaranty Agreement
 Revolving Loan
 Revolving Loan Commitment
 Revolving Loan Maturity Date
 Revolving Loan Percentage provided
 Revolving Note
 S&P
 Scheduled Repayments
 SEC
 Section 4.04(b)(ii) Certificate
 Secured Creditors
 Securities Act
 Security Agreement
 -101-




---



##### 



Security Agreement Collateral
 Security Document
 Senior Consolidated Indebtedness
 Senior Leverage Ratio Consolidated Indebtedness Senior Consolidated Indebtedness
 Shareholders Agreements
 Ship Mortgage
 Ship Property
 Significant Permitted Acquisition
 Specified Casino Properties
 Standby Letter of Credit
 Start Date
 Stated Amount
 Subordinated Notes
 Subordinated Notes Documents
 -102-




---



##### 



Subsidiary
 Subsidiary Guarantor
 Subsidiary Guaranty
 Substantial Project
 Substitute Lender
 Swingline Expiry Date
 Swingline Lender
 Swingline Loans
 Swingline Note
 Syndication Termination Date
 Synthetic Lease
 Tax Benefit
 Taxes
 -103-




---



##### 



Tax Sharing Agreement
 Term Loan
 Term Loan Tranche i.e.
 Test Date
 Test Period
 Total Commitment
 Total Initial Term Loan Commitment
 Total Revolving Loan Commitment
 Total Unutilized Revolving Loan Commitment
 Trade Letter of Credit
 Tranche i.e.
 Transaction
 Type i.e.
 UCC
 Unfunded Current Liability
 -104-




---



##### 



United States
 Unpaid Drawing
 Unutilized Revolving Loan Commitment
 Voting Stock
 Waivable Repayment
 Wholly-Owned Domestic Subsidiary
 Wholly-Owned Foreign Subsidiary
 Wholly-Owned Subsidiary
 Withdrawal Period
 The Administrative Agent
 Appointment
 -105-




---



##### 



Nature of Duties
  Lack of Reliance on the Administrative Agent
 -106-




---



##### 



Certain Rights of the Administrative Agent provided however
 Reliance
 Indemnification provided
 The Administrative Agent in Its Individual Capacity
 -107-




---



##### 



Holders
 Resignation by the Administrative Agent
     -108-




---



##### 



Amendments to Security Documents
   Other Agents
 -109-




---



##### 



Delivery of Information
 Miscellaneous
 Payment of Expenses, etc.
 -110-




---



##### 



provided
  Right of Setoff; Collateral Matters
 Notices
 -111-




---



##### 



Benefit of Agreement provided however provided further provided further
 provided
 -112-




---



##### 



provided provided provided further
  -113-




---



##### 



Former
Lender Substitute Lender provided pro rata pro rata provided further
 Withdrawal Period provided
 -114-




---



##### 



No Waiver; Remedies Cumulative
 Payments Pro Rata pro rata pro rata
  -115-




---



##### 



provided
  Calculations; Computations provided GAAP Accounting Changes
  -116-




---



##### 



GOVERNING LAW; SUBMISSION TO JURISDICTION; VENUE; WAIVER OF JURY TRIAL
   Counterparts
 -117-




---



##### 



Effectiveness Effective Dat
 Headings Descriptive
 Amendment or Waiver; etc.
      -118-




---



##### 



provided further
 provided provided further
 -119-




---



##### 



Survival
 Domicile of Loans
 Confidentiality provided provided provided
  -120-




---



##### 



provided
 Registry Register
 Application of Gaming Regulations. Liquor Laws
 -121-




---



##### 



USA PATRIOT Act Notice PATRIOT Act
 Post-Closing Actions
  provided
 -122-




---



##### 



Address:AMERISTAR CASINOS, INC.Ameristar Casinos, Inc.3773 Howard Hughes ParkwaySuite 490SLas Vegas, Nevada 89109
    
    By:
    
    /s/ Thomas M. SteinbauerAttention: Chief Financial Officer
    
    
    
    Title:
    
    Senior Vice President of Finance,Fax: 702-369-8860
    
    
    
    
    
    Chief Financial Officer,Treasurer and Secretarywith copies to:Ameristar Casinos, Inc.3773 Howard Hughes ParkwaySuite 490SLas Vegas, Nevada 89109Attention: Senior Vice President and
General CounselFax:
702-733-8478DEUTSCHE BANK TRUST COMPANY AMERICAS,Individually and as Administrative Agent60 Wall StreetNew York, New York 10005Tel:
(212) 250-6039Fax: (212) 797-5690
    
    By:
    
    /s/ Brenda CaseyAttention: May Kay Coyle
    
    
    
    Title:
    
    Vice PresidentBy:
    
    /s/ May Kay CoyleTitle:
    
    Managing DirectorWELLS FARGO BANK, N.A.Individually and as Joint Lead Arranger and
Syndication AgentBy:
    
    /s/ Clark A. WoodTitle:
    
    Senior Vice President




---



##### 



SIGNATURE PAGE TO THE CREDIT AGREEMENT DATED AS OF NOVEMBER 10, 2005, AMONG
AMERISTAR CASINOS, INC., THE LENDERS PARTY HERETO FROM TIME TO TIME, DEUTSCHE
BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT, DEUTSCHE BANK SECURITIES
INC. AND WELLS FARGO BANK, N.A., AS JOINT LEAD ARRANGERS AND WELLS FARGO BANK,
N.A., AS SYNDICATION AGENTBANK OF SCOTLANDBy:
    
    /s/ Karen WeichTitle: Assistant Vice PresidentUS BANK NATIONAL ASSOCIATIONBy:
    
    /s/ Andrew BackstromTitle: Senior Vice PresidentWACHOVIA BANK, NATIONAL ASSOCIATIONBy:
    
    /s/ G. Lee Wagner, Jr.Title: Vice PresidentCALYON NEW YORK BRANCHBy:
    
    /s/ Dianne M. ScottTitle: Managing DirectorBy:
    
    /s/ F. Frank HerreraTitle: DirectorCOMMERZBANK AG, NEW YORK AND GRAND CAYMAN BRANCHESBy:
    
    /s/ Christian JagenbergTitle: Senior Vice President & ManagerBy:
    
    /s/ Werner SchmidbauerTitle: Senior Vice President




---



##### 



UNITED OVERSEAS BANK LIMITED, NEW YORK AGENCYBy:
    
    /s/ Kwong Yew WongTitle: First Vice President & General ManagerBy:
    
    /s/ Philip CheongTitle: Vice President & Deputy General ManagerSUMITOMO MITSUI BANKING CORPORATIONBy:
    
    /s/ Yoshihiro HayakutomeTitle: Joint General ManagerHSH NORDBANK AGBy:
    
    /s/ Frank A. AndersonTitle: Senior Vice PresidentBy:
    
    /s/ Tobias M. VossTitle: Assistant Vice PresidentSOCIETE GENERALEBy:
    
    /s/ Patricia WrightTitle: Vice PresidentMERRILL LYNCH CAPITAL CORPORATIONBy:
    
    /s/ Michael E. OBrienTitle: Vice PresidentMIZUHO CORPORATE BANK, LTD.By:
    
    /s/ Raymond VenturaTitle: Deputy General ManagerEMIGRANT SAVINGS BANK A DIVISION OF NEW YORK PRIVATE BANK & TRUSTBy:
    
    /s/ Patricia GoldsteinTitle: Senior Executive Vice President& Chief Credit Officer




---



##### 



BNP PARIBASBy:
    
    /s/ Janice S. HoTitle: DirectorBy:
    
    /s/ Mitchell OzawaTitle: Managing DirectorALLIED IRISH BANKS, P.L.C.By:
    
    /s/ John FarraceTitle: DirectorBy:
    
    /s/ Martin ChinTitle: Senior Vice PresidentNATIONAL CITY BANK OF INDIANABy:
    
    /s/ Jeffrey T. DysertTitle: Vice PresidentUNION BANK OF CALIFORNIA, N.A.By:
    
    /s/ Clifford F. ChoTitle: Vice PresidentCOMERICA WEST INCORPORATEDBy:
    
    /s/ Bryan CamdenTitle: Corporate Banking RepresentativeGENERAL ELECTRIC CAPITAL CORPORATIONBy:
    
    /s/ Joseph BadiniTitle: Duly Authorized SignatoryNATEXIS BANQUES POPULAIRESBy:
    
    /s/ Peyman ParhamiTitle: Vice PresidentBy:
    
    /s/ Mark A. HarringtonTitle: Senior Vice President & Manager




---



##### 



HIBERNIA NATIONAL BANKBy:
    
    /s/ Chris HaskewTitle: Senior Vice PresidentPEOPLES BANKBy:
    
    /s/ Francis J. McGinnTitle: Vice PresidentBANK OF HAWAIIBy:
    
    /s/ James KarnowskiTitle: Vice PresidentFIRST BANKBy:
    
    /s/ Traci L. DodsonTitle: Vice PresidentDZ BANK AG DEUTSCHE
ZENTRAL-GENOSSENSCHAFTSBANK FRANKFURT AM MAINBy:
    
    /s/ Paul FitzpatrickTitle: Vice PresidentBy:
    
    /s/ Bemd Henrik FrankeTitle: Senior Vice President