ITEM 5. OTHER EVENTS

EX-4.2 4 v86337exv4w2.txt EXHIBIT 4.2 THIRD AMENDMENT TO CREDIT AGREEMENT THIRD AMENDMENT TO CREDIT AGREEMENT (this "Amendment"), dated as of November 22, 2002, 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 amended, modified or supplemented to by the First Amendment thereto dated as of January 30, 2001 and the Second Amendment thereto dated as of May 31, 2002 (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: 1. Section 9.07(b) of the Credit Agreement is hereby amended by deleting the amount "$180,000,000" set forth in clause (i) thereof and inserting in lieu thereof the amount "$210,000,000". 2. The Borrower hereby represents and warrants that (i) no Default or Event of Default exists as of the Third Amendment Effective Date (as defined below) both before and after giving effect to this Amendment and (ii) on the Third 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. 3. This Amendment shall become effective on the date (the "Third Amendment Effective Date") when the Required Lenders and the Borrower, shall have 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: May Yip-Daniels (facsimile number ###-###-####). 4. If the Third Amendment Effective Date occurs, the Borrower shall pay each Lender which executed and delivered a counterpart to this Amendment on or prior to 5:00 p.m. (New York time) on November 22, 2002, a non-refundable cash fee (the "Amendment Fee") in an amount equal to 0.05% of the sum of the outstanding principal amount of the Revolving Loan Commitment and RTL Commitment of such Lender and the outstanding Term Loans of such Lender on the Third Amendment Effective Date, which fees shall be paid by the Borrower to the Administrative Agent for distribution to the Lenders not later than the second Business Day following notice from the Administrative Agent that the Third Amendment Effective Date has occurred. 5. 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. 6. 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. 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. * * * -2- 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/ Gordon R. Kanofsky ------------------------------------------ Title: Executive Vice President DEUTSCHE BANK TRUST COMPANY AMERICAS (f/k/a Bankers Trust Company), Individually and as Administrative Agent By: /s/ Stephen P. Lamham ------------------------------------------ Title: Director -3- SIGNATURE PAGE TO THE THIRD AMENDMENT DATED AS OF NOVEMBER 22, 2002, 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 BEAR STEARNS CORPORATE LENDING INC. By: /s/ Victor Bulzacchelli ------------------------------------------ Title: Authorized Signatory BANK OF SCOTLAND By: /s/ Joseph Fratus ------------------------------------------ Title: First Vice President THE CIT GROUP/EQUIPMENT FINANCING, INC. By: /s/ Katie J. Saunders ------------------------------------------ Title: Senior Credit Analyst GENERAL ELECTRIC CAPITAL CORPORATION By: /s/ Karl Kjeffer ------------------------------------------ Title: Duly Authorized Signatory NATIONAL CITY BANK OF INDIANA By: /s/ Mark A. Minnick ------------------------------------------ Title: Senior Vice President THE SUMITOMO TRUST & BANKING CO., LTD, NEW YORK BRANCH By: /s/ Elizabeth A. Quirk ------------------------------------------ Title: Vice President -4- U.S. BANK By: /s/ J. Andrew Backstrom ------------------------------------------ Title: Vice President WACHOVIA By: /s/ Stephen R. Karmer ------------------------------------------ Title: Assistant Vice President LANDMARK CDO, LTD. By: Aladdin Asset Management LLC as Manager By: /s/ Neil Nag ------------------------------------------ Title: Authorized Signatory AMMC CDO II, LIMITED By: American Money Management Corp., as Collateral Manager By: /s/ David P. Meyer ------------------------------------------ Title: Vice President STANWICH LOAN FUNDING LLC By: /s/ Ann E. Morris ------------------------------------------ Title: Assistant Vice President MUIRFIELD TRADING LLC By: /s/ Ann E. Morris ------------------------------------------ Title: Assistant Vice President OLYMPIC FINDTING TRUST, SERIES 1999-1 By: /s/ Ann E. Morris ------------------------------------------ Title: Authorized Agent SRV-HIGHLAND, INC. By: /s/ Ann E. Morris ------------------------------------------ Title: Assistant Vice President GLENEAGLES TRADING LLC By: /s/ Ann E. Morris ------------------------------------------ Title: Assistant Vice President -6- PPM SHADOW CREEK FUNDING TRUST By: /s/ Ann E. Morris ------------------------------------------ Title: Authorized Agent PPM SPYGLASS FUNDING TRUST By: /s/ Ann E. Morris ------------------------------------------ Title: Authorized Agent MAGNETITE ASSET INVESTORS, LLC By: /s/ M. Williams ------------------------------------------ Title: Director MAGNETITE ASSET INVESTORS III, LLC By: /s/ M. Williams ------------------------------------------ Title: Director MAGNETITE IV CLO, LLC By: /s/ M. Williams ------------------------------------------ Title: Director SENIOR LOAN FUND By: /s/ M. Williams ------------------------------------------ Title: Director SIERRA CLO I By: /s/ John M. Casparian ------------------------------------------ Title: Chief Operating Officer Centre Pacific LLC, Manager CARLYLE HIGH YIELD PARTNERS, LTD. By: /s/ Mark Alter ------------------------------------------ Title: Managing Director CARLYLE HIGH YIELD PARTNERS II, LTD. By: /s/ Mark Alter ------------------------------------------ Title: Managing Director -7- CARLYLE HIGH YIELD PARTNERS III, LTD. By: /s/ Mark Alter ------------------------------------------ Title: Managing Director MAPLEWOOD (CAYMAN) LIMITED By: David L. Babson & Company Inc., under delegate Company as Investment Manager By: /s/ Mary Stewart Law ------------------------------------------ Title: Managing Director MAPLEWOOD (CAYMAN) LIMITED By: David L. Babson & Company Inc., under delegate Authority from Massachusetts Mutual Life Insurance Company as Investment Manager By: /s/ John W. Stelwagon ------------------------------------------ Title: Managing Director 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 SIMSBURY CLO, LIMITED By: David L. Babson & Company Inc., under delegate authority from Massachusetts Mutual Life Insurance Company as Collateral Manager By: /s/ John W. Stelwagon ------------------------------------------ Title: Managing Director -8- SEQUILS-Cumberland I, Ltd. By: Deerfield Capital Management LLC As its Collateral Manager By: /s/ Matt Stouffer ------------------------------------------ Title: Vice President ROSEMONT CLO, LTD. By: Deerfield Capital Management LLC As its Collateral Manager By: /s/ Matt Stouffer ------------------------------------------ Title: Vice President BRYN MAWR CLO, LTD. By: Deerfield Capital Management LLC As its Collateral Manager By: /s/ Matt Stouffer ------------------------------------------ Title: Vice President BLUE SQUARE FUNDING SERIES 3 By: Deutsche Bank Trust Co. Americas fka Bankers Trust Company, By: /s/ Jennifer Bohannon ------------------------------------------ Title: Assistant Vice President TRS 1 LLC By: /s/ Rosemary Dunne ------------------------------------------ Title: Attorney-in-Fact COSTANTINUS EATON VANCE CDO V, LTD. By: Eaton Vance Management as Investment Advisor By: /s/ Scott Page ------------------------------------------ Title: Vice President BIG SKY SENIOR LOAN FUND, LTD. By: Eaton Vance Management as Investment Advisor By: /s/ Scott Page ------------------------------------------ Title: Vice President -9- EMERALD ORCHARD LIMITED By: /s/ Susan K. Strong ------------------------------------------ Title: Attorney in Fact ELF FUNDING TRUST I By: Highland Capital Management, L.P. As Collateral Manager By: /s/ Mark Okada ------------------------------------------ Title: Chief Investment Officer FIDELITY ADVISOR SERIES II: FIDELITY ADVISOR FLOATING RATE HIGH INCOME By: /s/ Francis V. Knox Jr. ------------------------------------------ Title: Assistant Treasurer LONGLAND MASTER TRUST IV By: Fleet National Bank as trust Administrator By: /s/ Darcey Bartel ------------------------------------------ Title: Vice President FRANKLIN CLO I, LIMITED By: /s/ Richard D'Addario ------------------------------------------ Title: Senior Vice President FRANKLIN CLO II, LIMITED By: /s/ Richard D'Addario ------------------------------------------ Title: Senior Vice President FRANKLIN FLOATING RATE TRUST By: /s/ Richard D'Addario ------------------------------------------ Title: Senior Vice President FRANKLIN FLOATING RATE MASTER SERIES By: /s/ Richard D'Addario ------------------------------------------ Title: Senior Vice President -10- SL LOANS I LIMITED By: Highland Capital Management, L.P. As Attorney-in-Fact By: /s/ Mark Okada ------------------------------------------ Title: Chief Investment Officer HIGLAND LEGACY LIMITED By: Highland Capital Management, L.P. As Collateral Manager By: /s/ Mark Okada ------------------------------------------ Title: Chief Investment Officer HIGHLAND OFFSHORE PARTNERS, L.P. By: Highland Capital Management, L.P. As General Manager By: /s/ Mark Okada ------------------------------------------ Title: Chief Investment Officer HIGHLAND CAPITAL By: /s/ Mark Okada ------------------------------------------ Title: Chief Investment Officer ARCHIMEDES FUNDING IV (CAYMAN), LTD. By: ING Capital Advisors LLC, as Collateral Manager By: /s/ Mark M. O'Shaughnessy ------------------------------------------ Title: Vice President NEMEAN CLO, LTD. By: ING Capital Advisors LLC, as Investment Manager By: /s/ Mark M. O'Shaughnessy ------------------------------------------ Title: Vice President SEQUILS-ING I (HBDGM). LTD. By: ING Capital Advisors LLC, as Collateral Manager By: /s/ Mark M. O'Shaughnessy ------------------------------------------ Title: Vice President -11- COPERNICUS CDO ERUO-I B.V. By: ING Capital Advisors LLC, as Collateral Manager By: /s/ Michael D. Hatley ------------------------------------------ Title: Managing Director ING PRIME RATE TRUST By: ING Investments, LLC As its Investments Manager By: /s/ Jason Groom ------------------------------------------ Title: Vice President OPPENHEIMER SENIOR FLOATING RATE By: /s/ David Foxhovan ------------------------------------------ Title: Assistant Vice President SEABOARD CLO 2000 LTD. By: ORIX Capital Markets, LLC Its Collateral Manager By: /s/ Sheppard H.C. Davis, Jr. ------------------------------------------ Title: Managing Director ADDISON CDO, LIMITED (ACCT 1279) By: Pacific Investment Management Company LLC As its Investment Advisor By: /s/ Mohan V. Phansalkar ------------------------------------------ Title: Executive Vice President CAPTIVA IV FINANCE LTD. (ACCT 1275) as advised by Pacific Investment Management By: /s/ David Dyer ------------------------------------------ Title: Director DELANO COMPANY (ACCT 274) By: Pacific Investment Management Company LLC As its Investment Advisor By: /s/ Mohan V. Phansalkar ------------------------------------------ Title: Executive Vice President -12- JISSEKIKUN FUNDING, LTD. (ACCT 1288) By: Pacific Investment Management Company LLC As its Investment Advisor By: /s/ Mohan V. Phansalkar ------------------------------------------ Title: Executive Vice President ROYALTON COMPANY (ACCT 280) By: Pacific Investment Management Company LLC As its Investment Advisor By: /s/ Mohan V. Phansalkar ------------------------------------------ Title: Executive Vice President SAN JOAQUIN CDO I LIMITED (#1282) By: Pacific Investment Management Company LLC As its Investment Advisor By: /s/ Mohan V. Phansalkar ------------------------------------------ Title: Executive Vice President SEQUILS-MAGNUM, LTD. (#1280) By: Pacific Investment Management Company LLC As its Investment Advisor By: /s/ Mohan V. Phansalkar ------------------------------------------ Title: Executive Vice President WRIGLEY CDO, LTD. (#1285) By: Pacific Investment Management Company LLC As its Investment Advisor By: /s/ Mohan V. Phansalkar ------------------------------------------ Title: Executive Vice President STANFIELD CLO, LTD. By: Stanfield Capital Partners LLC As its Collateral Manager By: /s/ Christopher A. Bondy ------------------------------------------ Title: Partner -13- STANFIELD/RFM TRANSATLANTIC CDO, LTD. By: Stanfield Capital Partners LLC As its Collateral Manager By: /s/ Christopher A. Bondy ------------------------------------------ Title: Partner WINDSOR LAON FUNDING, LIMITED By: Stanfield Capital Partners LLC As its Investment Manager By: /s/ Christopher A. Bondy ------------------------------------------ Title: Partner STANFIELD ARBITRAGE CDO, LTD. By: Stanfield Capital Partners LLC As its Collateral Manager By: /s/ Christopher A. Bondy ------------------------------------------ Title: Partner STANFIELD ARBITRAGE CDO, LTD. By: Stanfield Capital Partners LLC As its Collateral Manager By: /s/ Christopher A. Bondy ------------------------------------------ Title: Partner HAMILTON CDO, LTD. By: Stanfield Capital Partners LLC As its Collateral Manager By: /s/ Christopher A. Bondy ------------------------------------------ Title: Partner STEIN ROE FLOATING RATE LIMITED LIABILITY COMPANY By: Stein Roe & Farnham Incorporated as Advisor By: /s/ Kathleen A Ram ------------------------------------------ Title: ? -14- LIBERTY-STEIN ROE ADVISOR FLOATING RATE ADVANTAGE FUND By: Stein Roe & Farnham Incorporated as Advisor By: /s/ Kathleen A Ram ------------------------------------------ Title: ? NUVEEN SENIOR INCOME FUND, as a Lender By: Symphony Asset Management LLC By: /s/ Illegible ------------------------------------------ Title: Portfolio Manager TORONTO DOMINION (NEW YORK), INC. By: /s/ Susan K. Strong Title: Vice President CITIGROUP INVESTMENTS CORPORATE LOAN FUND INC. By: Travelers Asset Management International Company, LLC By: /s/ Matthew J.McInerny ------------------------------------------ Title: Investment Officer COLISEUM FUNDING LTD. By: Travelers Asset Management International Company, LLC By: /s/ Matthew J.McInerny ------------------------------------------ Title: Investment Officer TORONTO DOMINION (NEW YORK), INC. By: /s/ Susan K. Strong ------------------------------------------ Title: Vice President VAN KAMPEN SENIOR INCOME TRUST By: Van Kampen Investment Advisory Corp. By: /s/ Brad Lang ------------------------------------------ Title: Vice President -15- VAN KAMPEN CLO I, LIMITED By: Van Kampen Investment Advisory Corp. as Collateral Manager By: /s/ Brad Lang ------------------------------------------ Title: Vice President VAN KAMPEN CLO II, LIMITED By: Van Kampen Investment Advisory Corp. as Collateral Manager By: /s/ Brad Lang ------------------------------------------ Title: Vice President EMERALD ORCHARD LIMITED By: /s/ Susan K. Strong ------------------------------------------ Title: Attorney in Fact -16-