EX-4.2(G) 4 v97202exv4w2xgy.txt EXHIBIT 4.2(G) EXHIBIT 4.2(g) FIFTH AMENDMENT TO CREDIT AGREEMENT FIFTH AMENDMENT TO CREDIT AGREEMENT (this "Amendment"), dated as of February 27, 2004, 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 (f/k/a Bankers Trust Company), as Administrative Agent (all capitalized terms used herein and not otherwise defined herein shall have the respective meanings provided 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 December 20, 2000, as subsequently amended, modified or supplemented by the First Amendment thereto dated as of January 30, 2001, the Second Amendment thereto dated as of May 31, 2002, the Third Amendment thereto dated as of November 22, 2002 and the Fourth Amendment thereto dated as of December 19, 2003 (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 Credit Agreement. 1. Section 1.01 of the Credit Agreement is hereby amended by inserting the following new text at the end of said Section: "(i) (A) On the Fifth Amendment Effective Date, all outstanding B Term Loans of each Lender that has theretofore executed and delivered a counterpart of the Fifth Amendment to the Administrative Agent in accordance with the terms thereof (each such Lender, a "Consenting Lender" and, collectively, the "Consenting Lenders") shall be automatically converted (the "B Term Loan Conversion") into new term loans hereunder (each such term loan, a "Converted B-1 Term Loan" and, collectively, the "Converted B-1 Term Loans"). On or after the Fifth Amendment Effective Date, each Consenting Lender which holds a B Term Note shall be entitled to surrender such B Term Note to the Borrower against delivery of a B-1 Term Note completed in conformity with Section 1.05; provided that if any such B Term Note is not so surrendered then from and after the Fifth Amendment Effective Date, such B Term Note shall be deemed to evidence the Converted B-1 Term Loans into which the B Term Loans theretofore evidenced by such B Term Note have been converted. Subject to and upon the terms and conditions set forth herein, each Lender with a B-1 Term Loan Commitment severally agrees to make a term loan or term loans (each, an "Additional B-1 Term Loan" and, collectively, the "Additional B-1 Term Loans", and, together with the Converted B-1 Term Loans, the "B-1 Term Loans") to the Borrower, which Additional B-1 Term Loans shall be incurred pursuant to a single drawing on the Fifth Amendment Effective Date. All B-1 Term Loans (i) shall be denominated in Dollars, (ii) except as hereinafter provided, shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided that except as otherwise specifically provided in Section 1.10(b), all B-1 Term Loans comprising the same Borrowing shall at all times be of the same Type, and (iii) shall be made by each such Lender in that aggregate principal amount which equals the B-1 Term Loan Commitment of such Lender on the Fifth Amendment Effective Date. Once repaid, B-1 Term Loans may not be reborrowed. Notwithstanding anything to the contrary contained in this Agreement (including, without limitation, in Section 4.02), the proceeds of the Additional B-1 Term Loans shall be immediately applied by the Borrower to repay all outstanding B Term Loans of Non-Consenting Lenders (if any) and all outstanding A Term Loans and RTL Loans on the Fifth Amendment Effective Date. (B)(i) Each Borrowing of B Term Loans existing on the Fifth Amendment Effective Date immediately prior to the B Term Loan Conversion and maintained as Eurodollar Loans (each, an "Existing B Term Loan Borrowing") shall, upon the occurrence of the B Term Loan Conversion, be deemed to be a new Borrowing of B-1 Term Loans for all purposes of this Agreement, (ii) each such newly-deemed Borrowing of B-1 Term Loans shall be subject to the same Interest Period (and Eurodollar Rate) as the Existing B Term Loan Borrowing to which it relates, (iii) Additional B-1 Term Loans shall be initially incurred pursuant to a single Borrowing of Eurodollar Loans which shall be added to (and thereafter be deemed to constitute a part of) each such newly-deemed Borrowing of B-1 Term Loans on a pro rata basis (based on the relative sizes of the various such newly-deemed Borrowings of B-1 Term Loans) and (iv) in connection with the B Term Loan Conversion and the incurrence of Additional B-1 Term Loans pursuant to Section 1.01(i), the Administrative Agent shall (and is hereby authorized to) take all appropriate actions to ensure that all Lenders with outstanding B-1 Term Loans (after giving effect to the B Term Loan Conversion and the incurrence of Additional B-1 Term Loans pursuant to Section 1.01(i)(A)) participate in each newly-deemed Borrowing of B-1 Term Loans on a pro rata basis. (C) In connection with the B Term Loan Conversion and the incurrence of Additional B-1 Term Loans pursuant to Section 1.01(i)(A), the Lenders and the Borrower hereby agree that, notwithstanding anything to the contrary contained in this Agreement, (i) if requested by any Lender making Additional B-1 Term Loans which "match funds", the Borrower shall pay to such Lender such amounts necessary, as reasonably determined by such Lender, to compensate such Lender for making such Additional B-1 Term Loans in the middle of an existing Interest Period (rather than at the beginning of the respective Interest Period, based upon the rates then applicable thereto) and (ii) the Borrower shall be obligated to pay to the respective Lenders breakage or other costs of the type referred to in Section 1.11 (if any) incurred in connection with the B Term Loan Conversion and/or the actions taken pursuant to preceding clause (B) of this Section 1.01(i)." 2. Section 1.05(a) of the Credit Agreement is hereby amended by (i) deleting the text "and, together with the A Term Notes and the B Term Notes, the "Term Notes" appearing in the parenthetical appearing in clause (iii) of said Section, (ii) deleting the word -2- "and" appearing at the end of clause (v) of said Section and inserting a comma in lieu thereof and (iii) inserting the following text immediately before the period appearing at the end of said Section: "and (vii) if B-1 Term Loans, by a promissory note duly executed and delivered by the Borrower substantially in the form of Exhibit B-8, with blanks appropriately completed in conformity herewith (each, a "B-1 Term Note" and collectively, the "B-1 Term Notes" and, together with the A Term Notes, the B Term Notes and the C Term Notes, the "Term Notes")". 3. Section 1.05 of the Credit Agreement is hereby further amended by (i) redesignating clauses (h), (i) and (j) as clauses (i), (j) and (k), respectively, of said Section and (ii) inserting the following new clause (h) immediately following clause (g) of said Section: "(h) The B-1 Term Note issued to each Lender shall (i) be executed by the Borrower, (ii) be payable to the order of such Lender and be dated the Fifth Amendment Effective Date (or, in the case of B-1 Term Notes issued after the Fifth Amendment Effective Date, be dated the date of issuance thereof), (iii) be in a stated principal amount equal to the respective B-1 Term Loan made by such Lender on the Fifth Amendment Effective Date (or, in the case of any B-1 Term Note issued after the Fifth Amendment Effective Date, be in a stated principal amount equal to the outstanding principal amount of the B-1 Term Loans of such Lender on the date of the issuance thereof) and be payable in the principal amount of B-1 Term Loans evidenced thereby, (iv) mature on the B-1 Term Maturity Date, (v) bear interest as provided in the appropriate clause of Section 1.08 in respect of the Base Rate Loans and Eurodollar Loans, as the case may be, evidenced thereby, (vi) be subject to mandatory repayment as provided in Section 4.02(A) and (vii) be entitled to the benefits of this Agreement and the other Credit Documents.". 4. Section 1.05 (j) of the Credit Agreement is hereby amended by deleting the text "preceding clause (h)" appearing at the end of the third sentence of said Section and inserting the text "preceding clause (i)" in lieu thereof. 5. Section 3.03 of the Credit Agreement is hereby amended by (i) redesignating clauses (g), (h), (i), (j) and (k) as clauses (h), (i), (j), (k) and (l), respectively, (ii) inserting the following new clause (g) immediately after clause (f) of said Section: "(g) In addition to any other mandatory commitment reductions pursuant to this Section 3.03, the Total B-1 Term Loan Commitment (and the B-1 Term Loan Commitment of each Lender with such a Commitment) shall terminate in its entirety on the Fifth Amendment Effective Date (after giving effect to the incurrence of B-1 Term Loans on such date).", (iii) deleting the text "the Total Commitment (and the Commitment of each Lender under each Tranche)" appearing in clause (h) of said Section and inserting the text "each of the Total A Term Loan Commitment, the Total B Term Loan Commitment, the Total C Term Loan Commitment, the Total RTL Commitment and the Total Revolving Loan Commitment (and the Commitment of each Lender under each such Tranche)" in lieu thereof, (iv) deleting the -3- text "clause (j) of this Section 3.03" appearing in clause (l) of said Section and inserting the text "clause (k) of this Section 3.03" in lieu thereof and (v) deleting the text "Section 3.03 (j)" appearing at the end of clause (l) of said Section and inserting the text " Section 3.03 (k)" in lieu thereof. 6. Section 4.01 of the Credit Agreement is hereby amended by inserting the text "B-1 Term Loans" immediately after the text "B Term Loans," appearing in the parenthetical appearing in clause (vi) of said Section. 7. Section 4.02 (A)(c) of the Credit Agreement is hereby amended by (i) inserting the text "(i)" immediately before the text "In addition" appearing at the beginning of said Section, (ii) inserting the text "(i)" immediately before the text ", a "B Term Loan Scheduled Repayment"" appearing in said Section, (iii) deleting the period appearing at the end of clause (i) of said Section and inserting the text "; and" in lieu thereof and (iv) inserting the following new text at the end of said Section: "(ii) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02(A), on each date set forth below, the Borrower shall be required to repay B-1 Term Loans, to the extent then outstanding, in an amount equal to the amount set forth opposite such date below (each such repayment, as the same may be reduced as provided in Section 4.01 and 4.02(A)(k) or increase pursuant to the proviso to this clause (c)(ii), a "B-1 Term Loan Scheduled Repayment"):
Scheduled Repayment Date Amount - ----------------------------------------- ------------ Quarterly Payment Date in March, 2004 $ 835,003 Quarterly Payment Date in June 2004 $ 835,003 Quarterly Payment Date in September, 2004 $ 835,003 Quarterly Payment Date in December, 2004 $ 835,003 Quarterly Payment Date in March, 2005 $ 835,003 Quarterly Payment Date in June, 2005 $ 835,003 Quarterly Payment Date in September, 2005 $ 835,003 Quarterly Payment in December, 2005 $ 835,003 Quarterly Payment in March, 2006 $ 81,830,249 Quarterly Payment in June, 2006 $ 81,830,249 Quarterly Payment in September, 2006 $ 81,830,249 B-1 Term Maturity Date $ 81,830,249
; provided that (x) B-1 Term Loans and all other amounts owed hereunder with respect to the B-1 Term Loans shall be paid in full no later than B-1 Term Maturity Date, and the final installment payable by the Borrower in respect of the B-1 Term Loans on such date shall be in an amount, if such amount is different from that specified above, sufficient to repay all amounts owing by the Borrower under this Agreement with respect to the B-1 -4- Term Loans and (y) if the aggregate principal amount of the B-1 Term Loans is increased pursuant to Section 1.14, then each B-1 Term Loan Scheduled Repayment to be made after such increase becomes effective shall be increased by an amount equal to (a) the aggregate principal amount of the increase in the B-1 Term Loans pursuant to Section 1.14 multiplied by (b) an amount equal to (x) such Scheduled Repayment divided by (y) the aggregate outstanding principal amount of the B-1 Term Loans, in each case, immediately prior to giving effect to the increase in the B-1 Term Loans made pursuant to Section 1.14.". 8. Section 4.02(A)(e) of the Credit Agreement is hereby amended by inserting the text ", B-1 Term Loan Scheduled Repayment" immediately after the text "B Term Loan Scheduled Repayment" appearing in said Section. 9. Section 4.02(A)(k) of the Credit Agreement is hereby amended by inserting the text ", B-1 Term Loans" immediately after the first appearance of the text "B Term Loans" appearing in said Section. 10. Section 7.08(a) of the Credit Agreement is hereby amended by (i) inserting the text "drawn on the Initial Borrowing Date" immediately after the text "Term Loans" appearing in said Section and (ii) inserting the following new sentence at the end of said Section: "All proceeds of the Additional B-1 Term Loans will be used to repay outstanding B Term Loans of Non-Consenting Lenders (if any) and all outstanding A Term Loans and RTL Loans on the Fifth Amendment Effective Date.". 11. Section 8 of the Credit Agreement is hereby amended by inserting the following new text at the end of said Section: "Section 8.16 Fifth Amendment Mortgage Amendments. (a) Within 60 days following the Fifth Amendment Effective Date, if and to the extent requested by the Collateral Agent, the Borrower shall have delivered to the Collateral Agent, or caused to be delivered to the Collateral Agent, fully executed counterparts of amendments (the "Fifth Amendment Mortgage Amendments"), in form and substance reasonably satisfactory to the Administrative Agent, to each of the Mortgages covering the Mortgaged Properties, together with evidence that counterparts of each of the Fifth Amendment Mortgage Amendments have been delivered to the title company insuring the Lien on the Mortgages for recording in all places to the extent necessary or desirable, in the judgment of the Collateral Agent, effectively to maintain a valid and enforceable perfected mortgage lien superior to and prior to the rights of all third parties and subject to no other Liens except as are permitted by Section 9.01 on the Mortgaged Properties in favor of the Collateral Agent for the benefit of the Secured Parties securing all of the Obligations (including the B-1 Term Loans). (b) Within 60 days following the Fifth Amendment Effective Date, if and to the extent requested by the Collateral Agent, the Borrower shall have delivered to the Collateral Agent, or caused to be delivered to the Collateral Agent, fully executed counterparts of amendments (the "Fifth Amendment Ship -5- Mortgage Amendments"), in form and substance reasonably satisfactory to the Administrative Agent, to each of the Ship Mortgages covering the Mortgaged Ship Properties, together with evidence that counterparts of each of the Fifth Amendment Ship Mortgage Amendments have been recorded or filed in all places to the extent necessary or, in the reasonable opinion of the Collateral Agent, desirable to effectively maintain a valid and enforceable perfected mortgage lien superior to and prior to the rights of all third parties and subject to no other Liens except as are permitted by Section 9.01 on each Mortgaged Ship Property in favor of the Collateral Agent (or such other trustee as may be required or desired under local law) for the benefit of the Secured Creditors securing all of the Obligations (including the B-1 Term Loans). 12. Section 9.03(iii) of the Credit Agreement is hereby amended by deleting said Section in its entirety and inserting the following text in lieu thereof: "(iii) the Borrower may authorize, declare or pay cash Dividends or repurchase, redeem or otherwise acquire for value of any capital stock or options to acquire capital stock of the Borrower so long as (x) the aggregate amount paid in respect of all such payments, repurchases, redemptions and acquisitions shall not exceed the lesser of (I) $25,000,000 and (II) $100,000,000 less the aggregate amount paid to repurchase or redeem High Yield Securities pursuant to Section 9.13(iii) and (y) at the time of any such payment, repurchase, redemption or acquisition (A) no Default or Event of Default exists or results therefrom, (B) the Borrower is in compliance with the Adjusted Leverage Ratio on a Pro Forma Basis as if such respective payment, repurchase, redemption or other acquisition had occurred on the first day of the Calculation Period and (C) the Total Unutilized Revolving Loan Commitment is not less than $25,000,000 after giving effect to such payment, repurchase, redemption or other acquisition.". 13. Section 9.12 of the Credit Agreement is hereby amended by inserting the text "pay cash Dividends or" immediately before the text "repurchase" appearing in clause (z) of said Section. 14. Section 9.13 of the Credit Agreement is hereby amended by inserting the text "pay cash Dividends or" immediately before the text "repurchase" appearing in clause (x) of the proviso appearing in said Section. 15. The definition of "Applicable Margin" appearing in Section 11 of the Credit Agreement is hereby amended by (i) deleting the word "and" appearing at the end of clause (b) of said definition, (ii) redesignating clause (c) of said definition as clause (d) thereof and (iii) inserting the following new clause (c) immediately after clause (b) of said definition: "(c) with respect to B-1 Term Loans maintained as (i) Base Rate Loans, a percentage per annum equal to 1.00% and (ii) Eurodollar Loans, a percentage per annum equal to 2.00%; and". 16. The definition of "Maturity Date" appearing in Section 11 of the Credit Agreement is hereby amended by inserting the text "the B-1 Term Maturity Date," immediately before the text "the C Term Maturity Date" appearing in said definition. -6- 17. The definition of "Term Loan" appearing in Section 11 of the Credit Agreement is hereby amended by inserting the text ", B-1 Term Loans" immediately after the text "B Term Loans" appearing in said definition. 18. The definition of "Term Loan Commitment" appearing in Section 11 of the Credit Agreement is hereby amended by inserting the text ", B-1 Term Loan Commitment" immediately after the text "B Term Loan Commitment" appearing in said definition. 19. The definition of "Term Loan Tranche" appearing in Section 11 of the Credit Agreement is hereby amended by inserting the text ", the B-1 Term Loan Tranche" immediately after the text "the B Term Loan Tranche" appearing in said definition. 20. The definition of "Total Term Loan Commitment" appearing in Section 11 of the Credit Agreement is hereby amended by inserting the text ", the B-1 Term Loan Commitments" immediately after the text "the B Term Loan Commitments" appearing in said definition. 21. The definition of "Tranche" appearing in Section 11 of the Credit Agreement is hereby amended by (i) deleting the word "six" appearing in said definition and inserting the text "seven" in lieu thereof and (ii) inserting the text ", B-1 Term Loans" immediately after the text "B Term Loans" appearing in said definition. 22. Section 11 of the Credit Agreement is hereby further amended by inserting in the appropriate alphabetical order the following new definitions: "Additional B-1 Term Loans" shall have the meaning provided in Section 1.01(i). "B-1 Term Loan" shall have the meaning provided in Section 1.01(i). "B-1 Term Loan Commitment" shall mean, for each Lender, the amount set forth opposite such Lender's name in Schedule I directly below the column entitled "B-1 Term Loan Commitment," as the same may be (x) reduced pursuant to Section 3.03, 4.02(A) and/or 10 or (y) adjusted from time to time as a result of assignments to or from such Lender pursuant to Section 1.13 or 13.04(b). "B-1 Term Loan Scheduled Repayment" shall have the meaning provided in Section 4.02(A)(c)(ii). "B-1 Term Maturity Date" shall mean December 20, 2006. "B-1 Term Notes" shall have the meaning provided in Section 1.05(a). "B Term Loan Conversion" shall have the meaning provided in Section 1.01(i). "Consenting Lenders" shall have the meaning provided in Section 1.01(i). "Converted B-1 Term Loans" shall have the meaning provided in Section 1.01(i). -7- "Existing B Term Loan Borrowing" shall have the meaning provided in Section 1.01(i). "Fifth Amendment" shall mean the Fifth Amendment to this Agreement, dated as of February ___, 2004. "Fifth Amendment Effective Date" shall have the meaning provided in the Fifth Amendment. "Fifth Amendment Mortgage Amendments" shall have the meaning provided in Section 8.16(a). "Fifth Amendment Ship Mortgage Amendments" shall have the meaning provided in Section 8.16(b). "Non-Consenting Lender" shall mean each Lender that is not a Consenting Lender. "Total B-1 Term Loan Commitment" shall mean, at any time, the sum of the B-1 Term Loan Commitments of each of the Lenders at such time. 23. Schedule I to the Credit Agreement is hereby amended by adding thereto the information set forth on Schedule I attached hereto. 24. Exhibit A to the Credit Agreement is hereby amended by inserting the text "[B-1 Term Loans]" immediately after each appearance of the text "[B Term Loans]" in said Exhibit. 25. The Credit Agreement is hereby further amended by adding Exhibit B-8 thereto in the form of Exhibit B-8 attached hereto. 26. Exhibit K to the Credit Agreement is hereby amended by deleting same in its entirety and inserting in lieu thereof a new Exhibit K in the form of Exhibit K attached thereto. II. Miscellaneous Provisions. 1. The Borrower hereby represents and warrants that (i) no Default or Event of Default exists as of the Fifth Amendment Effective Date (as defined below) both before and after giving effect to this Amendment and (ii) on the Fifth 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. This Amendment shall become effective on the date (the "Fifth Amendment Effective Date") when each of the following conditions have been satisfied: (i) the Borrower, each other Credit Party, the Required Lenders, each Consenting Lender and each Lender with a B-1 Term Loan Commitment shall have -8- signed a counterpart hereof (whether the same or different counterparts) and shall have delivered (including by way of facsimile transmission) the same to the Administrative Agent at White & Case LLP, 1155 Avenue of the Americas, New York, NY 10036, Attention: Aditi Chawla (facsimile number ###-###-####); (ii) there shall have been delivered to the Administrative Agent for the account of each of the Lenders that have requested same an appropriate B-1 Term Note executed by the Borrower in each case in the amount, maturity and otherwise as provided in the Credit Agreement; (iii) all accrued and unpaid interest on all A Term Loans, B Term Loans and RTL Loans shall have been paid in full; (iv) the aggregate amount of B-1 Term Loan Commitments set forth on Schedule I hereto shall equal an amount sufficient to repay all outstanding A Term Loans and RTL Loans and the outstanding B Term Loans of Non-Consenting Lenders; and (v) the Administrative Agent shall have received from counsel to the Credit Parties satisfactory to the Administrative Agent, an opinion addressed to the Administrative Agent and each of the Lenders and dated the Fifth Amendment Effective Date, which opinion shall cover such matters incident hereto and the other transactions contemplated in connection herewith as the Administrative Agent may reasonably request. Unless the Administrative Agent has received actual notice from any Lender that the conditions contained above have not been met with satisfaction, upon the satisfaction of the condition described in clause (i) of the immediately preceding sentence and upon the Administrative Agent's good faith determination that the other conditions described above have been met, the Fifth Amendment Effective Date shall be deemed to have occurred, regardless of any subsequent determination that one or more of the conditions thereto had not been met (although the occurrence of the Fifth Amendment Effective Date shall not release the Borrower from any liability for failure to satisfy one or more of the applicable conditions specified above). 3. 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. 4. 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. 5. By executing and delivering a copy hereof, each Credit Party hereby agrees that all Loans (including, without limitation, the B-1 Term Loans) shall be fully guaranteed pursuant to the Subsidiary Guaranty in accordance with the terms and provisions thereof and shall be fully secured pursuant to the Security Documents. -9- 6. From and after the Fifth Amendment Effective Date, all references in the Credit Agreement and each of the other Credit Documents to the Credit Agreement shall be deemed to be references to the Credit Agreement as modified hereby. 7. 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. * * * -10- 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/ Peter C. Walsh ---------------------------------------- Title: Senior Vice President & General Counsel 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., By: /s/ Peter C. Walsh ---------------------------------------- Title: Vice President DEUTSCHE BANK TRUST COMPANY AMERICAS (f/k/a Bankers Trust Company), Individually and as Administrative Agent By: /s/ Stephen P. Lamham ---------------------------------------- Title: Managing Director SIGNATURE PAGE TO THE FIFTH AMENDMENT DATED AS OF FEBRUARY 27, 2004, TO THE CREDIT AGREEMENT DATED AS OF DECEMBER 20, 2000, AMONG AMERISTAR CASINOS, INC., A NEVADA CORPORATION, THE VARIOUS LENDERS PARTY TO THE CREDIT AGREEMENT REFERRED TO ABOVE, WELLS FARGO BANK, N.A., AS CO-ARRANGER AND SYNDICATION AGENT, BEAR STEARNS CORPORATE LENDING INC., AS DOCUMENTATION AGENT, DEUTSCHE BANK SECURITIES INC., AS LEAD ARRANGER AND SOLE BOOK MANAGER AND DEUTSCHE BANK TRUST COMPANY AMERICAS (F.K.A BANKERS TRUST COMPANY), AS ADMINISTRATIVE AGENT HELLER FINANCIAL, INC. By: /s/ Joseph Badini ---------------------------------------- Title: Duly Authorized Signatory WACHOVIA, N.A. By: /s/ Stephen R. Kramer ---------------------------------------- Title: Assistant Vice President SIERRA CLO I By: /s/ John M. Casparian ---------------------------------------- Title: Chief Operating Officer Centre Pacific LLC, Manager WELLS FARGO BANK, N.A. By: /s/ Felis Gallues ---------------------------------------- Title: Relationship Manager BANK OF SCOTLAND By: /s/ Joseph Fratus ---------------------------------------- Title: First Vice President -12- CENTURION CDO II, LTD By: American Express Asset Management Group Inc. as Collateral Manager By: /s/ Leanne Stavrakis ---------------------------------------- Title: Director - Operations CENTURION CDO VI, LTD By: American Express Asset Management Group Inc. as Collateral Manager By: /s/ Leanne Stavrakis ---------------------------------------- Title: Director - Operations AMERICAN EXPRESS CERTIFICATE COMPANY By: American Express Asset Management Group, Inc. as Collateral Manager By: /s/ Yvonne Stevens ---------------------------------------- Title: Senior Managing Director IDS LIFE INSURANCE COMPANY By: American Express Asset Management Group, Inc. as Collateral Manager By: /s/ Yvonne Stevens ---------------------------------------- Title: Senior Managing Director SEQUILS - Centurion V, LTD. By: American Express Asset Management Group Inc. as Collateral Manager By: /s/ Leanne Stavrakis ---------------------------------------- Title: Director - Operations -13- CENTURION CDO II, LTD By: American Express Asset Management Group Inc. as Collateral Manager By: /s/ Leanne Stavrakis ---------------------------------------- Title: Director - Operations TPS 1 LLC By: /s/ Deborah O'Keeffe ---------------------------------------- Title: Vice President SPIRET IV LOAN TRUST 2003-B By: Wilmington Trust Company not in its individual capacity but solely as trustee By: /s/ Rachel L. Simpson ---------------------------------------- Title: Financial Services Officer STANWICH LOAN FUNDING LLC By: /s/ Ann E. Morris ---------------------------------------- Title: Asst Vice President MUIRFIELD TRADING LLC By: /s/ Ann E. Morris ---------------------------------------- Title: Asst Vice President GLENEAGLES TRADING LLC By: /s/ Ann E. Morris ---------------------------------------- Title: Asst Vice President HARBOURVIEW CLO V, LTD. By: /s/ Lisa Chaffee ---------------------------------------- Title: Manager HARBOURVIEW CLO IV, LTD. By: /s/ Lisa Chaffee ---------------------------------------- Title: Manager -14- OPPENHEIMER SENIOR FLOATING RATE FUND By: /s/ Lisa Chaffee ---------------------------------------- Title: Manager PPM SHADOW CREEK FUNDING LLC By: /s/ Ann E. Morris ---------------------------------------- Title: Asst Vice President PPM SPYGLASS FUNDING TRUST By: /s/ Ann E. Morris ---------------------------------------- Title: Authorized Agent HIBERNIA NATIONAL BANK By: /s/ Chris Haskew ---------------------------------------- Title: Vice President LANDMARK CDO LIMITED By: Aladdin Capital Management LLC as manager By: /s/ Joseph Moroney, CFA ---------------------------------------- Title: Director LONG LANE MASTER TRUST IV By: Fleet National Bank as Trust Administrator By: /s/ Michael J. Sullivan ---------------------------------------- Title: Director EATON VANCE VT FLOATING-RATE INCOME FUND By: Eaton Vance Management as Investment Advisor By: /s/ Michael B. Botthof ---------------------------------------- Title: Vice President -15- BALLYROCK CLO II LIMITED By: Ballyrock Investment Advisors LLC, as Collateral Manager By: /s/ Lisa Rymut ---------------------------------------- Title: Assistant Treasurer FIDELITY ADVISOR SERIES II: FIDELITY ADVISOR FLOATING RATE HIGH INCOME FUND By: /s/ John H. Costello ---------------------------------------- Title: Assistant Treasurer BLUE SQUARE FUNDING LIMITED SERIES 3 By: /s/ Deborah O'Keeffe ---------------------------------------- Title: Vice President ARCHIMEDES FUNDING IV, LLC By: ING Capital Advisors, LLC as Collateral Manager By: /s/ Jane Musser Nelson ---------------------------------------- Title: Managing Director ENDURANCE CLO I, LTD. C/O ING CAPITAL ADVISORS, LLC as Investment Advisor By: /s/ Jane Musser Nelson ---------------------------------------- Title: Managing Director SEQUILS-ING I (HBDGM), LTD By: ING Capital Advisors, LLC, as Collateral Manager By: /s/ Jane Musser Nelson ---------------------------------------- Title: Managing Director NEMEAN By: /s/ Jane Musser Nelson ---------------------------------------- Title: Managing Director -16- ORYX By: /s/ Jane Musser Nelson ---------------------------------------- Title: Managing Director LONGHORN CDO (CAYMAN) LTD By: Merrill Lynch Investment Managers, L.P. as Investment Advisor By: /s/ Jaimin Patel ---------------------------------------- Title: Authorized Signatory MASTER SENIOR FLOATING RATE TRUST By: /s/ Jaimin Patel ---------------------------------------- Title: Authorized Signatory KZH CYPRESSTREE-1 LLC By: /s/ Dorian Herrera ---------------------------------------- Title: Authorized Agent KZH ING-2 LLC By: /s/ Dorian Herrera ---------------------------------------- Title: Authorized Agent KZH STERLING LLC By: /s/ Dorian Herrera ---------------------------------------- Title: Authorized Agent MASTER SENIOR FLOATING RATE TRUST By: /s/ Jaimin Patel ---------------------------------------- Title: Authorized Signatory COLUMBIA FLOATING RATE LIMITED LIABILITY COMPANY (f/k/a Stein Roe Floating Rate Limited Liability Company) By: Columbia Management Advisors, Inc., as Advisor By: /s/ James R. Fellows ---------------------------------------- Title: Senior Vice President & Portfolio Manager -17- COLUMBIA FLOATING RATE ADVANTAGE FUND (f/k/a Liberty Floating Rate Advantage Fund) By: Columbia Management Advisors, Inc., as Advisor By: /s/ James R. Fellows ---------------------------------------- Title: Senior Vice President & Portfolio Manager ADDISON CDO, LIMITED By: Pacific Investment Management Company LLC, as its Investment Advisor By: /s/ Mohan V. Phansalkar ---------------------------------------- Title: Managing Director ATHENA CDO, LIMITED By: Pacific Investment Management Company LLC, as its Investment Advisor By: /s/ Mohan V. Phansalkar ---------------------------------------- Title: Managing Director CAPTIVA III FINANCE LTD., as advised by Pacific Investment Management Company LLC By: /s/ David Dyer ---------------------------------------- Title: Director CAPTIVA IV FINANCE LTD., as advised by Pacific Investment Management Company LLC By: /s/ David Dyer ---------------------------------------- Title: Director DELANO COMPANY By: Pacific Investment Management Company LLC, as its Investment Advisor By: /s/ Mohan V. Phansalker ---------------------------------------- Title: Managing Director -18- JISSEKIKUN FUNDING, LTD. By: Pacific Investment Management Company LLC, as its Investment Advisor By: /s/ Mohan V. Phansalker ---------------------------------------- Title: Managing Director ROYALTON COMPANY By: Pacific Investment Management Company LLC, as its Investment Advisor By: /s/ Mohan V. Phansalker ---------------------------------------- Title: Managing Director SAN JOAQUIN CDO I LIMITED By: Pacific Investment Management Company LLC, as its Investment Advisor By: /s/ Mohan V. Phansalker ---------------------------------------- Title: Managing Director SEQUILS-MAGNUM, LTD. By: Pacific Investment Management Company LLC, as its Investment Advisor By: /s/ Mohan V. Phansalker ---------------------------------------- Title: Managing Director WRIGLEY CDO, LTD. By: Pacific Investment Management Company LLC, as its Investment Advisor By: /s/ Mohan V. Phansalker ---------------------------------------- Title: Managing Director VAN KAMPEN CLO I, LIMITED By: Van Kampen Investment Advisory Corp As Collateral Manager By: /s/ William Lenga ---------------------------------------- Title: Executive Director -19- VAN KAMPEN CLO II, LIMITED By: Van Kampen Investment Advisory Corp As Collateral Manager By: /s/ William Lenga ---------------------------------------- Title: Executive Director VAN KAMPEN SENIOR INCOME TRUST By: Van Kampen Investment Advisory Corp By: /s/ Brad Langs ---------------------------------------- Title: Executive Director TORONTO DOMINION (NEW YORK), INC. By: /s/ Stacey Malek ---------------------------------------- Title: Vice President TRUMBULL THC, LTD. By: /s/ Heather McNally ---------------------------------------- Title: Trust Officer ELF FUNDING TRUST I By: Highland Capital Management, L.P. As Collateral Manager By: /s/ Todd Travers ---------------------------------------- Title: Senior Portfolio Manager EMERALD ORCHARD LIMITED By: /s/ Stacey Malek ---------------------------------------- Title: Attorney in Fact HCM US LOANS MAC 43, LTD. By: Highland Capital Management, L.P. As Attorney-in-Fact By: /s/ Todd Travers ---------------------------------------- Title: Senior Portfolio Manager LOAN FUNDING IV, LLC By: Highland Capital Management, L.P. As Portfolio Manager By: /s/ Todd Travers ---------------------------------------- Title: Senior Portfolio Manager -20- HIGHLAND LOAN FUNDING V, LTD. By: Highland Capital Management, L.P. As Collateral Manager By: /s/ Todd Travers ---------------------------------------- Title: Senior Portfolio Manager RESTORATION FUNDING CLO, LTD. By: Highland Capital Management, L.P. As Collateral Manager By: /s/ Todd Travers ---------------------------------------- Title: Senior Portfolio Manager HIGHLAND OFFSHORE PARTNERS, L.P. By: Highland Capital Management, L.P. As General Partner By: /s/ Todd Travers ---------------------------------------- Title: Senior Portfolio Manager BILL & MELINDA GATES FOUNDATION By: David L. Babson & Company Inc. As Investment Advisor By: /s/ John W. Stelwagon ---------------------------------------- Title: Managing Director MAPLEWOOD (CAYMAN) LIMITED By: David L. Babson & Company Inc. under delegated authority from Massachusetts Mutual Life Insurance Company As Investment Manager By: /s/ John W. Stelwagon ---------------------------------------- Title: Managing Director SIMSBURY CLO, LIMITED By: David L. Babson & Company Inc. under delegated authority from Massachusetts Mutual Life Insurance Company As Collateral Manager By: /s/ John W. Stelwagon ---------------------------------------- Title: Managing Director -21- SUFFIELD CLO, LIMITED By: David L. Babson & Company Inc. As Collateral Manager By: /s/ John W. Stelwagon ---------------------------------------- Title: Managing Director MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY By: David L. Babson & Company Inc. As Investment Advisor By: /s/ John W. Stelwagon ---------------------------------------- Title: Managing Director SEABOARD CLO 2000 LTD. By: David L. Babson & Company As Collateral manager By: /s/ John W. Stelwagon ---------------------------------------- Title: Managing Director STANFIELD CLO LTD. By: Stanfield Capital Partners LLC As its Collateral Manager By: /s/ Christopher E. Jansen ---------------------------------------- Title: Managing Partner STANFIELD/RMF TRANSATLANTIC CDO LTD. By: Stanfield Capital Partners LLC As its Collateral Manager By: /s/ Christopher E. Jansen ---------------------------------------- Title: Managing Partner STANFIELD CLO LTD. By: Stanfield Capital Partners LLC As its Collateral Manager By: /s/ Christopher E. Jansen ---------------------------------------- Title: Managing Partner -22- STANFIELD CLO LTD. By: Stanfield Capital Partners LLC As its Collateral Manager By: /s/ Christopher E. Jansen ---------------------------------------- Title: Managing Partner WINDSOR LOAN FUNDING, LIMITED By: Stanfield Capital Partners LLC As its Investment Manager By: /s/ Christopher E. Jansen ---------------------------------------- Title: Managing Partner STANFIELD CLO LTD. By: Stanfield Capital Partners LLC As its Collateral Manager By: /s/ Christopher E. Jansen ---------------------------------------- Title: Managing Partner STANFIELD ARBITRAGE CDO, LTD. By: Stanfield Capital Partners LLC As its Collateral Manager By: /s/ Christopher E. Jansen ---------------------------------------- Title: Managing Partner STANFIELD CARRERA CLO, LTD. By: Stanfield Capital Partners LLC As its Asset Manager By: /s/ Christopher E. Jansen ---------------------------------------- Title: Managing Partner STANFIELD QUATTRO CLO, LTD. By: Stanfield Capital Partners LLC As its Collateral Manager By: /s/ Christopher E. Jansen ---------------------------------------- Title: Managing Partner -23- HAMILTON CDO, LTD. By: Stanfield Capital Partners LLC As its Collateral Manager By: /s/ Christopher E. Jansen ---------------------------------------- Title: Managing Partner BEAR STEARNS CORPORATE LENDING INC. By: /s/ Victor Bulzacchelli ---------------------------------------- Title: Vice President US BANK By: /s/ J. Andrew Backstrom ---------------------------------------- Title: Vice President NATIONAL CITY BANK OF INDIANA By: /s/ Mark A. Minnick ---------------------------------------- Title: Senior Vice President AMMC CDO I, LIMITED By: American Money Management Corp., As Collateral Manager By: /s/ David P. Meyer ---------------------------------------- Title: Vice President MAGNETITE IV CLO, LIMITED By: /s/ Mark J. Williams ---------------------------------------- Title: Authorized Signatory MAGNETITE ASSET INVESTORS III, LLC By: /s/ Mark J. Williams ---------------------------------------- Title: Authorized Signatory MAGNETITE ASSET INVESTORS LLC By: /s/ Mark J. Williams ---------------------------------------- Title: Authorized Signatory CARLYLE HIGH YIELD PARTNERS, L.P. By: /s/ Linda Pace ---------------------------------------- Title: Managing Director CARLYLE HIGH YIELD PARTNERS II, LTD. By: /s/ Linda Pace ---------------------------------------- Title: Managing Director -24- CARLYLE HIGH YIELD PARTNERS II, LTD. By: /s/ Linda Pace ---------------------------------------- Title: Managing Director CARLYLE HIGH YIELD PARTNERS III, LTD. By: /s/ Linda Pace ---------------------------------------- Title: Managing Director CARLYLE HIGH YIELD PARTNERS IV, LTD. By: /s/ Linda Pace ---------------------------------------- Title: Managing Director SIERRA CLO I By: /s/ John M. Casparian ---------------------------------------- Title: Chief Operating officer LCM I LIMITED PARTNERSHIP By: Lyon Capital Management LLC As Collateral Manager By: /s/ Farboud Tavangar ---------------------------------------- Title: Senior Portfolio Manager BIG SKY SENIOR LOAN FUND, LTD. By: Eaton Vance Management As Investment Advisor By: /s/ Michael B. Botthof ---------------------------------------- Title: Vice President TOLLI & CO. By: Eaton Vance Management As Investment Advisor By: /s/ Michael B. Botthof ---------------------------------------- Title: Vice President -25- EATON VANCE CDO III, LTD. By: Eaton Vance Management As Investment Advisor By: /s/ Michael B. Botthof ---------------------------------------- Title: Vice President EATON VANCE CDO IV, LTD. By: Eaton Vance Management As Investment Advisor By: /s/ Michael Botthof ---------------------------------------- Title: Vice President COSTANTINUS EATON VANCE CDO V, LTD. By: Eaton Vance Management As Investment Advisor By: /s/ Michael Botthof ---------------------------------------- Title: Vice President GRAYSON & CO By: Boston Management and Research As Investment Advisor By: /s/ Michael B. Botthof ---------------------------------------- Title: Vice President EATON VANCE INSTITUTIONAL SENIOR LOAN FUND By: Eaton Vance Management As Investment Advisor By: /s/ Michael B. Botthof ---------------------------------------- Title: Vice President EATON VANCE LIMITED DURATION INCOME FUND By: Eaton Vance Management As Investment Advisor By: /s/ Michael B. Botthof ---------------------------------------- Title: Vice President -26- OXFORD STRATEGIC INCOME FUND By: Eaton Vance Management As Investment Advisor By: /s/ Michael B. Botthof ---------------------------------------- Title: Vice President EATON VANCE SENIOR INCOME TRUST By: Eaton Vance Management As Investment Advisor By: /s/ Michael B. Botthof ---------------------------------------- Title: Vice President SENIOR DEBT PORTFOLIO By: Boston Management and Research As Investment Advisor By: /s/ Michael Botthof ---------------------------------------- Title: Vice President GENERAL ELECTRIC CAPITAL CORPORATION By: /s/ Joseph Badini ---------------------------------------- Title: Duly Authorized Signatory PILGRIM CLO 1999 -1 LTD. By: ING Investments, LLC As its Investment Manager By: /s/ Jason Groom ---------------------------------------- Title: Vice President PILGRIM AMERICA HIGH INCOME INVESTMENTS LTD, By: ING Investments, LLC As its Investment Manager By: /s/ Jason Groom ---------------------------------------- Title: Vice President -27- ML CLO XX PILGRIM AMERICA (CAYMAN) LTD. By: ING Investments, LLC As its Investment Manager By: /s/ Jason Groom ---------------------------------------- Title: Vice President ING PRIME RATE TRUST By: ING Investment Management, Inc. As its Investment Manager By: /s/ Jason Groom ---------------------------------------- Title: Vice President ING SENIOR INCOME FUND By: Aeltus Investment Management, Inc. As its Investment Manager By: /s/ Jason Groom ---------------------------------------- Title: Vice President THE PRUDENTIAL INSURANCE COMPANY OF AMERICA By: Prudential Investment Management, Inc. As its Collateral Manager By: /s/ George W. Edwards ---------------------------------------- Title: Principal CITICORP INSURANCE AND INVESTMENT TRUST By: Travelers Asset Management International Company, LLC By: /s/ Matthew McInerny ---------------------------------------- Title: Investment Officer CITICORP INVESTMENTS CORPORATE LOAN FUND By: Travelers Asset Management International Company LLC By: /s/ Melanie Hanlon ---------------------------------------- Title: Vice Presiden -28- COLUMBUS LOAN FUNDING LTD By: Travelers Asset Management International Company LLC By: /s/ Melanie Hanlon ---------------------------------------- Title: Vice President THE TRAVELERS INSURANCE COMPANY By: /s/ Matthew McInerny ---------------------------------------- Title: Investment Officer LANDMARK CDO LIMITED By: Aladdin Capital Management LLC As Manager By: /s/ Joseph Moroney, CFA ---------------------------------------- Title: Director FRANKLIN FLOATING RATE TRUST By: /s/ Richard D'Addario ---------------------------------------- Title: Assistant Vice President FRANKLIN CLO II, LIMITED By: /s/ Richard D'Addario ---------------------------------------- Title: Vice President -29- SCHEDULE I Lender B-1 Term Loan Commitment [Name of Lender] $[_______________________] TOTAL $[_______________________] -30- EXHIBIT B-8 FORM OF B-1 TERM NOTE $________________ New York, New York _____________,____ FOR VALUE RECEIVED, AMERISTAR CASINOS, INC., a Nevada corporation (the "Borrower"), hereby promises to pay the order of _________ _______________ (the "Lender"), in lawful money of the United States in immediately available funds, at the office of Deutsche Bank Trust Company Americas (f/k/a Bankers Trust Company) (the "Administrative Agent") located at 90 Hudson Street, Jersey City, New Jersey 07302 on the B-1 Term Maturity Date (as defined in the Agreement referred to below) the principal sum of __________________ ($_____________) or, if less, the then unpaid principal amount of all B-1 Term Loans (as defined in the Agreement) made by the Lender pursuant to the Agreement. The Borrower also promises to pay interest on the unpaid principal amount hereof in like money at said office form the date hereof until paid at the rates and the times provided in Section 1.08 of the Agreement. This Note is one of the B-1 Term Notes referred to the Credit Agreement, dated as of December 20, 2000, among the Borrower, the Lenders party thereto from time to time (including the Lender), Wells Fargo Bank, N.A., as Co-Arranger and Syndication Agent, Bear Stearns Corporate Lending Inc., as Documentation Agent, Deutsche Bank Securities Inc., as Lead Arranger and sole Book Manager, and the Administrative Agent (as from time to time in effect, the "Agreement"). This Note is secured by the Security Documents (as defined in the Agreement). As provided in the Agreement, this Note is subject to voluntary prepayment and mandatory repayment prior to the B-1 Term Maturity Date, in whole or in part. In case an Event of Default (as defined in the Agreement) shall occur and be continuing, the principal of and accrued interest on this Note may be declared to be due and payable in the manner and with the effect provided in the Agreement. The Borrower hereby waives presentment, demand, protest or notice of any kind in connection with this Note. THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK. AMERISTAR CASINOS, INC. By ________________________________ Name: Title: EXHIBIT K FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT(1) This Assignment and Assumption Agreement (this "Assignment"), is dated as of the Effective Date set forth below and is entered into by and between [the][each] Assignor identified in item [1][2] below ([the] [each, an] "Assignor") and [the] [each] Assignee identified in item 2 below ([the] [each, an] "Assignee"). [It is understood and agreed that the rights and obligations of such [Assignees][and Assignors] hereunder are several and not joint.] Capitalized terms used herein but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, restated, supplemented and/or otherwise modified from time to time, the "Credit Agreement"). The Standard Terms and Conditions for Assignment and Assumption Agreement set forth in Annex 1 hereto (the "Standard Terms and Conditions") are hereby agreed to and incorporated herein by reference and made a part of this Assignment as if set forth herein in full. For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the] [each] Assignee, and [the] [each] Assignee hereby irrevocably purchases and assumes from [the][each] Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below, the interest in and to all of [the][each] Assignor's rights and obligations under the Credit Agreement and any other documents or instruments delivered pursuant thereto that represents the amount and percentage interest identified below of all of the [respective] Assignor's outstanding rights and obligations under the respective Tranches identified below (including, to the extent included in any such Tranches, Letters of Credit and Swingline Loans) ([the] [each, an] "Assigned Interest"). [Each] [Such] sale and assignment is without recourse to [the][any] Assignor and, except as expressly provided in this Assignment, without representation or warranty by [the][any] Assignor. [1. Assignor: __________________________ 2. Assignee: ________________________] (2) [1][3]. Credit Agreement: Credit Agreement, dated as of December 20, 2000, among Ameristar Casinos, Inc., the lenders from time to time party thereto, Deutsche Bank Trust Company Americas, as Administrative Agent, Wells Fargo, N.A., as Co-Arranger and Syndication Agent, Bear Stearns Corporate Lending, Inc., as Documentation Agent and Deutsche Bank Securities Inc., as Lead Arranger and Sole Book Manager. - -------------------- (1) This Form of Assignment and Assumption Agreement should be used by Lenders for an assignment to a single Assignee or to funds managed by the same or related investment managers. (2) If the form is used for a single Assignor and Assignee, items 1 and 2 should list the Assignor and the Assignee, respectively. In the case of an assignment to funds managed by the same or related investment managers, or an assignment by multiple Assignors, the Assignors and the Assignee(s) should be listed in the table under bracketed item 2 below. EXHIBIT K page 2 [2. Assigned Interest:(3)
Aggregate Amount of Percentage of Commitment/Loans Amount of Assigned under Relevant Commitment/Loans Commitment/Loans Tranche Tranche for all under Relevant under Relevant Assignor Assignee Assigned(4) Lenders Tranche Assigned Tranche(5) - ------------------------------------------------------------------------------------------------------------- [Name of [Name of B-1 Term Loans __________ __________ ________% Assignor] Assignee] - ------------------------------------------------------------------------------------------------------------- [Name of [Name of Revolving Loans __________ __________ ________%] Assignor] Assignee] - -------------------------------------------------------------------------------------------------------------
- --------------------- (3) Insert this chart if this Form of Assignment and Assumption Agreement is being used for assignments to funds managed by the same or related investment managers or for an assignment by multiple Assignors. Insert additional rows as needed. (4) For complex multi-tranche assignments a separate chart for each tranche should be used for ease of reference. (5) Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder for the respective Tranche. EXHIBIT K Page 3 [4. Assigned Interest:(6)
Percentage of Assigned Aggregate Amount of Amount of Commitment/Loans Commitment/Loans under Commitment/Loans under under Relevant Tranche Assigned Relevant Tranche for all Lenders Relevant Tranche Assigned Tranche(7) - -------------------------------------------------------------------------------------------------------- B-1 Term Loans $______________ $______________ ______________% - -------------------------------------------------------------------------------------------------------- Revolving Loans $______________ $______________ ______________%] - --------------------------------------------------------------------------------------------------------
- ------------------ (6) Insert this chart if this Form of Assignment and Assumption Agreement is being used by a single Assignor for an assignment to a single Assignee. (7) Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. Exhibit K Page 4 The terms set forth in this Assignment are hereby agreed to: ASSIGNOR ASSIGNEE [NAME OF ASSIGNOR] [NAME OF ASSIGNEE](8) By: ________________________________ By: ________________________________ Name: Name: Title: Title: - ----------------- (8) Add additional signature blocks, as needed, if this Form of Assignment and Assumption Agreement is being used by funds managed by the same or related investment managers. Exhibit K Page 5 Acknowledged and Agreed: DEUTSCHE BANK TRUST COMPANY AMERICAS, as Administrative Agent By: ____________________________ Name: Title: ANNEX 1 To EXHIBIT K AMERISTAR CASINOS, INC. CREDIT AGREEMENT STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION AGREEMENT 1. Representations and Warranties. 1.1. Assignor. [The] [Each] Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the] [its] Assigned Interest, (ii) [the] [its] Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and to consummate the transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with any Credit Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Agreement, any other Credit Document or any other instrument or document delivered pursuant thereto (other than this Assignment) or any collateral thereunder, (iii) the financial condition of the Borrower, any of its respective Subsidiaries or affiliates or any other Person obligated in respect of any Credit Document or (iv) the performance or observance by the Borrower, any of its respective Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Credit Document. 1.2. Assignee. [The] [Each] Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) confirms that it is (A) a Lender, (B) a parent company and/or an affiliate of the Assignor which is at least 50% owned by the Assignor or its parent company, (C) in the event the Assignor is a fund that invests in bank loans, a fund that invests in bank loans and is managed by the same investment advisor of the Assignor or by an affiliate of such investment advisor or (D) a Qualified Peron under Section 13.04(b) of the Credit Agreement; (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 8.01(a), (b) or (c) thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and to purchase the Assigned Interest on the basis of which it has made such analysis and decision and (v) if it is organized under the laws of a jurisdiction outside the United States, attached to this Assignment is any tax documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by [the] [each such] Assignee; (b) agrees that it will, independently and without reliance upon the Administrative Agent, [the][each] Assignor, or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement; (c) appoints and authorizes each of the Administrative Agent, the Syndication Agent, the Documentation Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers Annex 1 Page 2 under the Credit Agreement and the other Credit Documents as are delegated to or otherwise conferred upon the Administrative Agent, the Syndication Agent, the Documentation Agent or the Collateral Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto; and (d) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Documents are required to be performed by it as a Lender. 2. Payment. From and after the Effective Date, the Administrative Agent shall make all payments in respect [the] [each] Assigned Interest (including payments of principal, interest, fees, commissions and other amounts) to [the][each] Assignor for amounts which have accrued to but excluding the Effective Date and to [the] [each] Assignee for amounts which have accrued from and after the Effective Date. 3. Upon the delivery of a fully executed original hereof to the Administrative Agent, as of the Effective Date, (i) the Assignee shall be a party to the Credit Agreement and, to the extent provided in this Assignment and Assumption Agreement, have the rights and obligations of a Lender thereunder and under the other Credit Documents and (ii) the Assignor shall, to the extent provided in this Assignment and Assumption Agreement, relinquish its rights and be released from its obligations under the Credit Agreement and the other Credit Documents. 4. General Provisions. This Assignment shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment by telecopy shall be effective as delivery of a manually executed counterpart of the Assignment. THIS ASSIGNMENT SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK (INCLUDING, WITHOUT LIMITATION, SECTION 5.1401 OF THE GENERAL OBLIGATIONS LAW). * * *
