Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

EXHIBIT 4.1

[CONFORMED AS EXECUTED]

SECOND AMENDMENT TO CREDIT AGREEMENT

          SECOND AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of August 31, 2007, among AMERISTAR CASINOS, INC., a Nevada corporation (the “Borrower”), the various lenders party to the Credit Agreement referred to below (the “Lenders”) and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Administrative Agent (all capitalized terms used herein and not otherwise defined herein shall have the respective meanings 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 November 10, 2005 (as amended, modified or supplemented through the date hereof, the “Credit Agreement”);

          WHEREAS, the Borrower has requested that the Lenders agree to certain amendments to the Credit Agreement; and

          WHEREAS, the Borrower and the Lenders wish to amend the Credit Agreement as provided herein;

          NOW, THEREFORE, it is agreed:

     I. Amendments to the Credit Agreement

          1. Section 1.14(a) of the Credit Agreement is hereby amended by deleting the text “$400,000,000” appearing in clause (iv) therein and inserting “$600,000,000” in lieu thereof.

          2. Section 8.13(a)(iv) of the Credit Agreement is hereby amended by deleting said Section in its entirety and inserting the following new Section 8.13(a)(iv) in lieu thereof:

          “(iv) the aggregate Maximum Permitted Consideration paid in connection with (x) all Permitted Acquisitions (other than the RIH Acquisition) consummated after the Initial Borrowing Date and on or prior to the date of the consummation of the proposed Permitted Acquisition does not exceed $300,000,000 and (y) the RIH Acquisition shall not exceed $700,000,000.”

          3. Sections 9.08 and 9.09 of the Credit Agreement are hereby amended by deleting said Sections in their entirety and inserting the following new Sections 9.08 and 9.09 in lieu thereof:

          “9.08 Leverage Ratio. The Borrower will not permit the Leverage Ratio at any time during a period set forth below to be greater than the ratio set forth opposite such period below:

Period				Ratio
Fiscal Quarter ending				6.25:1.00
September 30, 2007
Fiscal Quarter ending				6.25:1.00
December 31, 2007
Fiscal Quarter ending				6.25:1.00
March 31, 2008
Fiscal Quarter ending				6.25:1.00
June 30, 2008
Fiscal Quarter ending				6.25:1.00
September 30, 2008
Fiscal Quarter ending				6.25:1.00
December 31, 2008
Fiscal Quarter ending				6.00:1.00
March 31, 2009
Fiscal Quarter ending				6.00:1.00
June 30, 2009
Fiscal Quarter ending				5.75:1.00
September 30, 2009
Fiscal Quarter ending				5.75:1.00
December 31, 2009

Period				Ratio
Fiscal Quarter ending				5.50:1.00
March 31, 2010
Fiscal Quarter ending				5.50:1.00
June 30, 2010
Fiscal Quarter ending				5.50:1.00
September 30, 2010
Fiscal Quarter ending				5.25:1.00
December 31, 2010
Fiscal Quarter ending				5.25:1.00
March 31, 2011
Fiscal Quarter ending				5.00:1.00
June 30, 2011
Fiscal Quarter ending				5.00:1.00
September 30, 2011
Fiscal Quarter ending				5.00:1.00
December 31, 2011
Fiscal Quarter ending				5.00:1.00
March 31, 2012
Fiscal Quarter ending				5.00:1.00
June 30, 2012
Fiscal Quarter ending				5.00:1.00
September 30, 2012
Thereafter				5.00:1.00.

          9.09 Senior Leverage Ratio. The Borrower will not permit the Senior Leverage Ratio at any time during a period set forth below to be greater than the ratio set forth opposite such period below:

Period				Ratio
Fiscal Quarter ending September 30, 2007				5.25:1.00
Fiscal Quarter ending				5.25:1.00
December 31, 2007

Period				Ratio
Fiscal Quarter ending				5.25:1.00
March 31, 2008
Fiscal Quarter ending				5.25:1.00
June 30, 2008
Fiscal Quarter ending				5.25:1.00
September 30, 2008
Fiscal Quarter ending				5.25:1.00
December 31, 2008
Fiscal Quarter ending				5.25:1.00
March 31, 2009
Fiscal Quarter ending				5.00:1.00
June 30, 2009
Fiscal Quarter ending				4.75:1.00
September 30, 2009
Fiscal Quarter ending				4.75:1.00
December 31, 2009
Fiscal Quarter ending				4.50:1.00
March 31, 2010
Fiscal Quarter ending				4.50:1.00
June 30, 2010
Fiscal Quarter ending				4.25:1.00
September 30, 2010
Fiscal Quarter ending				4.00:1.00
December 31, 2010
Fiscal Quarter ending				4.00:1.00
March 31, 2011
Fiscal Quarter ending				3.75:1.00
June 30, 2011
Fiscal Quarter ending				3.50:1.00
September 30, 2011

Period				Ratio
Fiscal Quarter ending				3.50:1.00
December 31, 2011
Fiscal Quarter ending				3.50:1.00
March 31, 2012
Fiscal Quarter ending				3.50:1.00
June 30, 2012
Fiscal Quarter ending				3.50:1.00
September 30, 2012
Thereafter				3.50:1.00.”.

          4. Section 11.01 of the Credit Agreement is hereby amended by inserting the following definition in the appropriate alphabetical order:

          “RIH Acquisition” shall mean the acquisition of 100% of the membership interests of RIH Acquisitions IN, LLC by the Borrower or a Subsidiary Guarantor pursuant to that certain Purchase Agreement, dated as of April 3, 2007, by and between Resorts International Holdings, LLC and the Borrower as the same may be modified or amended from time to time; provided that, any such modification or amendment that is materially adverse to the interest of the Lenders shall require the consent of the Administrative Agent.”.

          5. Section 11.01 of the Credit Agreement is hereby further amended by (x) deleting in its entirety clause (b) appearing in the definition of “Applicable Margin” and “Applicable Commitment Commission Percentage” therein and inserting the following new clause (b) in lieu thereof:

          “(b) with respect to Initial 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

          (y) deleting in its entirety the definition of “Neilsen Family Group” therein and inserting the following definition in lieu thereof:

          “Neilsen Family Group” shall mean collective reference to (i) the Estate of Craig H. Neilsen, deceased, and the heirs, ancestors, lineal descendants, stepchildren, legatees and legal representatives of Craig H. Neilsen or his Estate, and the trustees from time to time of any bona fide trusts of which Craig H. Neilsen or one or more of the foregoing are the sole beneficiaries or grantors thereof, including but not limited to The Craig H. Neilsen Foundation, Ray H. Neilsen and his estate, spouse, heirs, ancestors, lineal descendants, stepchildren, legatees and legal representatives, and the trustees from time to time of any bona fide trusts of which one or more of the foregoing are the sole beneficiaries or grantors thereof and (ii) any Person controlled, directly or indirectly, by one or more of the foregoing Persons referred to in the

immediately preceding clause (i), whether through the ownership of voting securities, by contract, in a fiduciary capacity, through possession of a majority of the voting rights (as directors and/or members) of a not-for-profit entity, or otherwise.

     II. Miscellaneous Provisions

          1. The Borrower hereby represents and warrants that (i) no Default or Event of Default exists as of the Second Amendment Effective Date (as defined below) both before and after giving effect to this Amendment and (ii) on the Second 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 “Second 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: Omer Duru (facsimile number ###-###-####).

          3. The Borrower hereby covenants and agrees, so long as the Second Amendment Effective Date occurs, to pay to each Lender which has executed and delivered to the Administrative Agent (or its designee) a counterpart hereof by 12:00 Noon (New York time) on August 17, 2007 a non-refundable cash amendment fee equal to 0.125% of its outstanding Initial Term Loans and/or Revolving Loan Commitments, as the case may be, which fee shall not be subject to counterclaim or set-off, or be otherwise affected by, any claim or dispute relating to any other matter and shall be paid by the Borrower to the Administrative Agent for distribution to such Lenders on the Second Amendment Effective Date.

          4. This Amendment is limited as specified and shall not constitute a modification, acceptance or waiver of any other provision of the Credit Agreement or any other Credit Document.

          5. This Amendment may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which counterparts when executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. A complete set of counterparts shall be lodged with the Borrower and the Administrative Agent.

          6. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

*      *      *

          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.

          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.

		NAME OF INSTITUTION:
		BNP Paribas
		By:		/s/ Todd Rogers
		Title: Director
		By:		/s/ Charles C. Jou
		Title: Vice President
		NAME OF INSTITUTION:
		Calyon New York Branch
		By:		/s/ Dianne M. Scott
		Title: Managing Director
		By:		/s/ Gill Realon
		Title: Managing Director
		NAME OF INSTITUTION:
		Capital One, N.A.
		By:		/s/ Chris Haskew
		Title: Senior Vice President
		NAME OF INSTITUTION:
		LMP Corporate Loan Fund, Inc.
		By: Citigroup Alternative Investments LLC:
		By:		/s/ Melanie Hanlon
		Title: Director
		NAME OF INSTITUTION:
		The Bank of New York (successor to J.P. Morgan Trust Company (Cayman) Limited, as Trustee for TORAJI TRUST, as [Assignee/Participant]
		By: Its Investment Manager, Citigroup Alternative Investments LLC
		By:		/s/ Melanie Hanlon
		Title: Director

		NAME OF INSTITUTION:
		Comerica West Incorporated
		By:		/s/ Bryan C. Camden
		Title: Corporate Banking Officer
		NAME OF INSTITUTION:
		DZ Bank AG
		Deutsche Zentral- Genossenschaftsbank
		New York Branch
		By:		/s/ Paul Fitzpatrick
		Title: Vice President
		By:		/s/ Carl Amendola
		Title: SVP
		NAME OF INSTITUTION:
		Senior Debt Portfolio
		By: Boston Management and Research as Investment Advisor
		By:		/s/ Scott H. Page
		Title: Vice President
		NAME OF INSTITUTION:
		Eaton Vance Senior Income Trust
		By: Eaton Vance Management as Investment Advisor
		By:		/s/ Scott H. Page
		Title: Vice President
		NAME OF INSTITUTION:
		Eaton Vance Institutional Senior Loan Fund
		By: Eaton Vance Management as Investment Advisor
		By:		/s/ Scott H. Page
		Title: Vice President

		NAME OF INSTITUTION:
		Eaton Vance CDO VIII, Ltd.
		By: Eaton Vance Management as Investment Advisor
		By:		/s/ Scott H. Page
		Title: Vice President
		NAME OF INSTITUTION:
		Eaton Vance CDO IX Ltd.
		By: Eaton Vance Management as Investment Advisor
		By:		/s/ Scott H. Page
		Title: Vice President
		NAME OF INSTITUTION:
		Grayson & Co.
		By: Boston Management and Research as Investment Advisor
		By:		/s/ Scott H. Page
		Title: Vice President
		NAME OF INSTITUTION:
		THE NORINCHUKIN BANK, NEW YORK BRANCH — State Street Bank and Trust Company N.A. as Fiduciary Custodian
		By: Eaton Vance Management, Attorney-in-Fact
		By:		/s/ Scott H. Page
		Title: Vice President
		NAME OF INSTITUTION:
		Big Sky III Senior Loan Trust
		By: Eaton Vance Management as Investment Advisor
		By:		/s/ Scott H. Page
		Title: Vice President

		NAME OF INSTITUTION:
		Eaton Vance
		VT Floating- Rate Income Fund
		By: Eaton Vance Management as Investment Advisor
		By:		/s/ Scott H. Page
		Title: Vice President
		NAME OF INSTITUTION:
		Eaton Vance Senior
		Floating- Rate Trust
		By: Eaton Vance Management as Investment Advisor
		By:		/s/ Scott H. Page
		Title: Vice President
		NAME OF INSTITUTION:
		Eaton Vance Floating- Rate Income Trust
		By: Eaton Vance Management as Investment Advisor
		By:		/s/ Scott H. Page
		Title: Vice President
		NAME OF INSTITUTION:
		Eaton Vance Variable Leverage Fund Ltd.
		By: Eaton Vance Management as Investment Advisor
		By:		/s/ Scott H. Page
		Title: Vice President
Note: Emigrant Realty Finance		NAME OF INSTITUTION:
will not execute an Incremental
Commitment.		Emigrant Realty Finance
		By:		/s/ Jason Sander
		Title: Vice President
		Emigrant Realty Finance

		NAME OF INSTITUTION:
		Erste Bank Der Oesterreichischen
		Sparkassen AG
		By:		/s/ Brandon A. Meyerson
		Title: Director
		By:		/s/ Paul Judicke
		Title: Executive Director
		NAME OF INSTITUTION:
		First Bank
		By:		/s/ Edward L. Dehner
		Title: Assistant Vice President
		NAME OF INSTITUTION:
		Franklin Floating Rate Master Series
		By:		/s/ Richard Hsu
		Title: Vice President
		NAME OF INSTITUTION:
		Franklin Floating Rate Daily Access Fund
		By:		/s/ Richard Hsu
		Title: Vice President
		NAME OF INSTITUTION:
		Franklin CLO V, LTD
		By:		/s/ David Ardini
		Title: Vice President

		NAME OF INSTITUTION:
		General Electric Capital Corporation
		By:		/s/ Rebecca A. Ford
		Title:		Duly Authorized Signatory
		NAME OF INSTITUTION:
		Liberty CLO, Ltd.
		By: Highland Capital Management, L.P.
		As Collateral Manager
		By: Strand Advisors, Inc., its General Partner
		By:		/s/ Kenneth McGovern
		Title:		Treasurer
		Strand Advisors, Inc., General Partner of Highland Capital Management, L.P.
		NAME OF INSTITUTION:
		Rockwall CDO LTD.
		By: Highland Capital Management, L.P.
		As Collateral Manager
		By: Strand Advisors, Inc., its General Partner
		By:		/s/ Kenneth McGovern
		Title:		Treasurer
		Strand Advisors, Inc., General Partner of Highland Capital Management, L.P.
		NAME OF INSTITUTION:
		Brentwood CLO, Ltd.
		By: Highland Capital Management, L.P.
		As Collateral Manager
		By: Strand Advisors, Inc., its General Partner
		By:		/s/ Kenneth McGovern
		Title:		Treasurer
		Strand Advisors, Inc., General Partner of Highland Capital Management, L.P.

		NAME OF INSTITUTION:
		Loan Star State Trust
		By: Highland Capital Management, L.P.
		As Collateral Manager
		By: Strand Advisors, Inc., its General Partner
		By:		/s/ Kenneth McGovern
		Title:		Treasurer
		Strand Advisors, Inc., General Partner of Highland Capital Management, L.P.
		NAME OF INSTITUTION:
		HSH NORDBANK AG
		New York Branch
		By:		/s/ Paul Verdi
		Title:		Vice President
		By:		/s/ Frank Anderson
		Title:		Vice President
		NAME OF INSTITUTION:
		IKB Capital Corp.
		By:		/s/ James Y. Hua
		Title:		Authorized Signatory
				IKB Capital Corporation
		NAME OF INSTITUTION:
		LCM II Limited Partnership
		By: Lyon Capital Management LLC,
		As Collateral Manager
		By:		/s/ Farboud Tavanger
		Title:		Senior Portfolio Manager
				Lyon Capital Management LLC

		NAME OF INSTITUTION:
		LCM III, Ltd.
		By: Lyon Capital Management LLC,
		As Collateral Manager
		By:		/s/ Farboud Tavanger
		Title:		Senior Portfolio Manager
				Lyon Capital Management LLC
		NAME OF INSTITUTION:
		LCM V LTD.
		By: Lyon Capital Management LLC,
		As Collateral Manager
		By:		/s/ Farboud Tavanger
		Title:		Senior Portfolio Manager
				Lyon Capital Management LLC
		NAME OF INSTITUTION:
		MetLife Insurance and Investment Trust
		By: Metropolitan Life Insurance Company
		Its Investment Manager
		By:		/s/ James R. Dingler
		Title:		Director
		NAME OF INSTITUTION:
		Metropolitan Life Insurance Company
		By:		/s/ James R. Dingler
		Title:		Director
		NAME OF INSTITUTION:
		Metropolitan Life Insurance Company of Connecticut
		By:		/s/ James R. Dingler
		Title:		Director

		NAME OF INSTITUTION:
		Mizuho Corporate Bank, Ltd.
		By:		/s/ Raymond Ventura
		Title:		Deputy General Manager
		NAME OF INSTITUTION:
		National City Bank
		By:		/s/ Jeff Dysert
		Title:		Vice President
		NAME OF INSTITUTION:
		Natixis, New York Branch (formerly known as Natexis Banques Populaires)
		By:		/s/ Peyman Parhami
		Title:		Director
		By:		/s/ Mark A. Harrington
		Title:		Senior Managing Director
		NAME OF INSTITUTION:
		People’s United Bank (formerly known as PEOPLE’S BANK)
		By:		/s/ Francis J. McGinn
		Title:		Vice President
		NAME OF INSTITUTION:
		By: PPM America, Inc., as Attorney-in-fact, on behalf of Jackson National Life Insurance Company
		By:		/s/ David C. Wagner
		Title:		Managing Director

		NAME OF INSTITUTION:
		The Prudential Insurance Company of America
		By:		/s/ Stephen J. Collins
		Title:		VP
		Prudential Investment Management Inc., as Investment Advisor.
		NAME OF INSTITUTION:
		Institutional Bank Loan Fixed Income Fund of the Prudential Trust Company Collective Employee Benefit Trust
		By:		/s/ Stephen J. Collins
		Title:		VP
		Prudential Investment Management Inc., as Investment Advisor.
		NAME OF INSTITUTION:
		The Prudential Insurance Company of America
		By:		/s/ Stephen J. Collins
		Title:		VP
		Prudential Investment Management Inc., as Investment Advisor.
		NAME OF INSTITUTION:
		RiverSource Life Insurance Company
		By: RiverSource Investments, LLC as Collateral Manager
		By:		/s/ Jerry R. Howard
		Title:		Managing Director

		NAME OF INSTITUTION:
		Ameriprise Certificate Company
		By: RiverSource Investments, LLC as Collateral Manager
		By:		/s/ Jerry R. Howard
		Title:		Managing Director
		NAME OF INSTITUTION:
		Centurion CDO II, Ltd.
		By: RiverSource Investments, LLC as Collateral Manager
		By:		/s/ Robin C. Stancil
		Title:		Director of Operations
		NAME OF INSTITUTION:
		Centurion CDO III, Limited
		By: RiverSource Investments, LLC as Collateral Manager
		By:		/s/ Robin C. Stancil
		Title:		Director of Operations
		NAME OF INSTITUTION:
		Centurion CDO VI, Ltd.
		By: RiverSource Investments, LLC as Collateral Manager
		By:		/s/ Robin C. Stancil
		Title:		Director of Operations
		NAME OF INSTITUTION:
		Centurion CDO VII, Ltd.
		By: RiverSource Investments, LLC as Collateral Manager
		By:		/s/ Robin C. Stancil
		Title:		Director of Operations

		SIGNATURE PAGE TO THE SECOND AMENDMENT TO CREDIT AGREEMENT DATED AS OF AUGUST 31, 2007, AMONG AMERISTAR CASINOS, INC., the Lenders party hereto from time to time, AND DEUTSCHE BANK TRUST COMPANY AMERICAS, as Administrative Agent
		NAME OF INSTITUTION:
		Centurion CDO 8, Limited
		By: RiverSource Investments, LLC as Collateral Manager
		By:		/s/ Robin C. Stancil
		Title:		Director of Operations
		NAME OF INSTITUTION:
		Centurion CDO 9, Ltd.
		By: RiverSource Investments, LLC as Collateral Manager
		By:		/s/ Robin C. Stancil
		Title:		Director of Operations
		NAME OF INSTITUTION:
		Centurion CDO 10, Ltd.
		By: RiverSource Investments, LLC as Collateral Manager
		By:		/s/ Robin C. Stancil
		Title:		Director of Operations
		NAME OF INSTITUTION:
		Cent CDO XI, Limited
		By: RiverSource Investments, LLC as Collateral Manager
		By:		/s/ Robin C. Stancil
		Title:		Director of Operations

		NAME OF INSTITUTION:
		Cent CDO 15 Limited
		By: RiverSource Investments, LLC as Collateral Manager
		By:		/s/ Robin C. Stancil
		Title:		Director of Operations
		NAME OF INSTITUTION:
		Sequils- Centurion V, Ltd
		By: RiverSource Investments, LLC as Collateral Manager
		By:		/s/ Robin C. Stancil
		Title:		Director of Operations
		NAME OF INSTITUTION:
		Rowayton Loan Funding Company
		By:		/s/ James W. Sykes
		Title:		Managing Principal
		NAME OF INSTITUTION:
		Societe Generale
		By:		/s/ Patricia Wright
		Title:		Director
		NAME OF INSTITUTION:
		Stanfield Arbitrage CDO, Ltd.
		By: Stanfield Capital Partners, LLC as its Collateral Manager
		By:		/s/ David Frey
		Title:		Managing Director

		NAME OF INSTITUTION:
		Stanfield Veyron, Ltd.
		By: Stanfield Capital Partners, LLC as its Collateral Manager
		By:		/s/ David Frey
		Title:		Managing Director
		NAME OF INSTITUTION:
		EAGLE LOAN TRUST
		By: Stanfield Capital Partners, LLC as its Collateral Manager
		By:		/s/ David Frey
		Title:		Managing Director
		NAME OF INSTITUTION:
		Stanfield AZURE CLO, Ltd.
		By: Stanfield Capital Partners, LLC as its Collateral Manager
		By:		/s/ David Frey
		Title:		Managing Director
		NAME OF INSTITUTION:
		Stanfield Bristol CLO, Ltd.
		By: Stanfield Capital Partners LLC as its Collateral Manager
		By:		/s/ David Frey
		Name:		David Frey
		Title:		Managing Director

		NAME OF INSTITUTION:
		Toronto Dominion (New York), LLC
		By:		/s/ Masood Fikree
		Title:		Authorized Signatory
		NAME OF INSTITUTION:
		Union Bank of Californa, N.A.
		By:		/s/ Clifford F. Cho
		Title:		Vice President
		NAME OF INSTITUTION:
		United Overseas Bank Limited, New York Agency
		By:		/s/ George Lim
		Title:		SVP & GM
		By:		/s/ Mario Sheng
		Title:		AVP
		NAME OF INSTITUTION:
		Wachovia Bank, National Association
		By:		/s/ G. Lee Wagner, Jr.
		Title:		Vice President