10-Q

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

þ QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2007

OR

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                      to                     

Commission file number: 0-22494

AMERISTAR CASINOS, INC.

(Exact name of Registrant as Specified in its Charter)

Nevada	88-0304799
(State or other jurisdiction of	(I.R.S. employer
incorporation or organization)	identification no.)

3773 Howard Hughes Parkway
Suite 490 South
Las Vegas, Nevada 89169

(Address of principal executive offices)

(702) 567-7000

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ   No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.

Large accelerated filer o   Accelerated filer þ    Non-Accelerated filer o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o   No þ

As of November 5, 2007, 57,129,625 shares of Common Stock of the registrant were issued and outstanding.

AMERISTAR CASINOS, INC.
FORM 10-Q

INDEX

				Page No(s).
Part I. FINANCIAL INFORMATION
	Item 1.	Financial Statements (unaudited):
		A.	Condensed Consolidated Balance Sheets at September 30, 2007 and December 31, 2006		2
		B.	Condensed Consolidated Statements of Income for the three months and nine months ended September 30, 2007 and September 30, 2006		3
		C.	Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2007 and September 30, 2006		4
		D.	Notes to Condensed Consolidated Financial Statements		5 - 12
	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations			13 - 23
	Item 3.	Quantitative and Qualitative Disclosures About Market Risk			23
	Item 4.	Controls and Procedures			23
Part II. OTHER INFORMATION
	Item 1A.	Risk Factors			24
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds			25
	Item 6.	Exhibits			26 - 27
SIGNATURE					28
EXHIBIT 2
EXHIBIT 3(ii)
EXHIBIT 10.2
EXHIBIT 10.3
EXHIBIT 10.4
EXHIBIT 31.1
EXHIBIT 31.2
EXHIBIT 32

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PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

AMERISTAR CASINOS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Amounts in Thousands, Except Share Data)

(Unaudited)

	September 30,			December 31,
	2007			2006
ASSETS
Current Assets:
Cash and cash equivalents	$	113,440		$	101,140
Restricted cash		6,425			6,425
Accounts receivable, net		8,023			7,325
Income tax refunds receivable		2,086			2,164
Inventories		7,304			7,241
Prepaid expenses		15,027			11,689
Deferred income taxes		3,201			3,508
Total current assets		155,506			139,492
Property and Equipment, at cost:
Buildings and improvements		1,254,772			1,090,777
Furniture, fixtures and equipment		450,981			404,709
		1,705,753			1,495,486
Less: accumulated depreciation and amortization		(544,893	)		(477,780	)
		1,160,860			1,017,706
Land		83,138			81,481
Construction in progress		343,460			186,507
Total property and equipment, net		1,587,458			1,285,694
Excess of purchase price over fair market value of net assets acquired		347,032			76,988
Other intangible assets		224,330			—
Deposits and other assets		48,379			39,301
TOTAL ASSETS	$	2,362,705		$	1,541,475
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Accounts payable	$	15,756		$	14,443
Construction contracts payable		34,149			25,657
Accrued liabilities		101,184			71,462
Current maturities of long-term debt		4,211			4,344
Total current liabilities		155,300			115,906
Long-term debt, net of current maturities		1,597,788			878,668
Deferred income taxes		71,740			91,528
Deferred compensation and other long-term liabilities		42,119			21,209
Commitments and contingencies
Stockholders’ Equity:
Preferred stock, $.01 par value: Authorized — 30,000,000 shares; Issued — None		—			—
Common stock, $.01 par value: Authorized — 120,000,000 shares; Issued — 57,908,211 and 56,935,403 shares; Outstanding — 57,120,975 and 56,524,567 shares		579			569
Additional paid-in capital		230,309			199,951
Treasury stock, at cost (787,236 shares)		(17,674	)		(8,014	)
Retained earnings		282,544			241,658
Total stockholders’ equity		495,758			434,164
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	2,362,705		$	1,541,475

The accompanying notes are an integral part of these condensed consolidated financial statements.

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AMERISTAR CASINOS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Amounts in Thousands, Except Per Share Data)
(Unaudited)

	Three Months						Nine Months
	Ended September 30,						Ended September 30,
	2007			2006			2007			2006
REVENUES:
Casino	$	266,045		$	254,724		$	776,389		$	765,923
Food and beverage		33,612			33,478			98,493			100,027
Rooms		8,177			7,521			22,049			21,364
Other		7,903			7,803			22,018			22,065
		315,737			303,526			918,949			909,379
Less: Promotional allowances		50,365			49,948			141,202			153,123
Net revenues		265,372			253,578			777,747			756,256
OPERATING EXPENSES:
Casino		113,992			109,858			332,353			333,575
Food and beverage		17,812			17,219			51,294			51,398
Rooms		1,905			1,630			5,836			5,004
Other		5,115			5,162			14,532			14,768
Selling, general and administrative		58,013			50,068			164,306			151,807
Depreciation and amortization		22,532			23,329			70,051			69,859
Impairment loss on assets held for sale		50			59			166			350
Total operating expenses		219,419			207,325			638,538			626,761
Income from operations		45,953			46,253			139,209			129,495
OTHER INCOME (EXPENSE):
Interest income		867			739			1,717			2,115
Interest expense, net		(12,449	)		(12,373	)		(34,914	)		(38,140	)
Loss on early retirement of debt		—			—			—			(26,264	)
Net (loss) gain on disposition of assets		(1,301	)		(8	)		(1,305	)		113
Other		386			—			11			—
INCOME BEFORE INCOME TAX PROVISION		33,456			34,611			104,718			67,319
Income tax provision		13,482			13,526			43,523			25,586
NET INCOME	$	19,974		$	21,085		$	61,195		$	41,733
EARNINGS PER SHARE:
Basic	$	0.35		$	0.38		$	1.07		$	0.74
Diluted	$	0.34		$	0.37		$	1.05		$	0.73
CASH DIVIDENDS DECLARED PER SHARE	$	0.10		$	0.09		$	0.31		$	0.28
WEIGHTED AVERAGE SHARES OUTSTANDING:
Basic		57,206			56,090			57,043			56,131
Diluted		58,293			57,184			58,303			57,177

The accompanying notes are an integral part of these condensed consolidated financial statements.

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AMERISTAR CASINOS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts in Thousands)
(Unaudited)

	Nine Months
	Ended September 30,
	2007			2006
Cash Flows from Operating Activities:
Net income	$	61,195		$	41,733
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		70,051			69,859
Amortization of debt issuance costs and debt discounts		969			803
Stock-based compensation expense		9,010			6,662
Loss on early retirement of debt		—			26,264
Net change in deferred compensation liability		(696	)		217
Impairment loss on assets held for sale		166			350
Net loss (gain) on disposition of assets		1,305			(113	)
Net change in deferred income taxes		11,482			(2,742	)
Excess tax benefit from stock option exercises		(4,432	)		(1,751	)
Changes in operating assets and liabilities:
Restricted cash		—			49
Accounts receivable, net		3,727			42
Income tax refunds receivable		78			—
Inventories		179			(259	)
Prepaid expenses		(2,128	)		(4,618	)
Accounts payable		380			(1,093	)
Income taxes payable		—			(501	)
Accrued liabilities		20,578			3,506
Net cash provided by operating activities		171,864			138,408
Cash Flows from Investing Activities:
Net cash paid for Resorts East Chicago acquisition		(671,420	)		—
Capital expenditures		(196,218	)		(173,117	)
Increase in construction contracts payable		8,492			11,594
Proceeds from sale of assets		281			321
Increase in deposits and other non-current assets		(9,844	)		(5,185	)
Net cash used in investing activities		(868,709	)		(166,387	)
Cash Flows from Financing Activities:
Proceeds from revolving loan facility		737,000			460,000
Principal payments of long-term debt		(18,337	)		(383,396	)
Premium on early redemption of senior subordinated notes		—			(20,425	)
Cash dividends paid		(17,539	)		(15,784	)
Proceeds from stock option exercises		16,915			2,603
Purchases of treasury stock		(9,660	)		(8,014	)
Excess tax benefit from stock option exercises		4,432			1,751
Debt issuance costs		(3,666	)		(153	)
Net cash provided by financing activities		709,145			36,582
Net Increase in Cash and Cash Equivalents		12,300			8,603
Cash and Cash Equivalents — Beginning of Period		101,140			106,145
Cash and Cash Equivalents — End of Period	$	113,440		$	114,748
Supplemental Cash Flow Disclosures:
Cash paid for interest, net of amounts capitalized	$	30,684		$	49,332
Cash paid for federal and state income taxes	$	32,101		$	29,748
Non-cash Investing and Financing Activities:
Acquisition of Resorts East Chicago
Fair value of non-cash assets acquired	$	681,820		$	—
Less net cash paid		(671,420	)		—
Liabilities assumed	$	10,400		$	—

The accompanying notes are an integral part of these condensed consolidated financial statements.

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AMERISTAR CASINOS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 1 — Principles of consolidation and basis of presentation

     The accompanying condensed consolidated financial statements include the accounts of Ameristar Casinos, Inc. (“ACI”) and its wholly owned subsidiaries (collectively, the “Company”). Through its subsidiaries, the Company owns and operates eight casino properties in seven markets. The Company’s portfolio of casinos consists of: Ameristar St. Charles (serving greater St. Louis, Missouri); Ameristar Kansas City (serving the Kansas City, Missouri metropolitan area); Ameristar Council Bluffs (serving Omaha, Nebraska and southwestern Iowa); Ameristar Vicksburg (serving Jackson, Mississippi and Monroe, Louisiana); Ameristar Black Hawk (serving the Denver, Colorado metropolitan area); Cactus Petes and The Horseshu in Jackpot, Nevada (serving Idaho and the Pacific Northwest); and Resorts East Chicago (serving the Chicagoland area). The Company views each property as an operating segment and all such operating segments have been aggregated into one reporting segment. All significant intercompany transactions have been eliminated.

     The Company acquired Resorts East Chicago on September 18, 2007. Accordingly, the condensed consolidated financial statements reflect Resorts East Chicago’s operating results only from the acquisition date.

     The accompanying condensed consolidated financial statements have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Accordingly, the condensed consolidated financial statements do not include all of the disclosures required by generally accepted accounting principles. However, they do contain all adjustments (consisting of normal recurring adjustments) that, in the opinion of management, are necessary to present fairly the Company’s financial position, results of operations and cash flows for the interim periods included therein. The interim results reflected in these financial statements are not necessarily indicative of results to be expected for the full fiscal year.

     Certain of the Company’s accounting policies require that the Company apply significant judgment in defining the appropriate assumptions for calculating financial estimates. By their nature, these judgments are subject to an inherent degree of uncertainty. The Company’s judgments are based in part on its historical experience, terms of existing contracts, observance of trends in the gaming industry and information obtained from independent valuation experts or other outside sources. There is no assurance, however, that actual results will conform to estimates. To provide an understanding of the methodology the Company applies, significant accounting policies and basis of presentation are discussed where appropriate in “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations” of this Quarterly Report. In addition, critical accounting policies and estimates are discussed in “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the notes to the Company’s audited consolidated financial statements included in its Annual Report on Form 10-K for the year ended December 31, 2006.

     The accompanying condensed consolidated financial statements should be read in conjunction with the financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2006.

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Note 2 — Recently issued accounting pronouncements

     In September 2006, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards (“SFAS”) No. 157, “Fair Value Measurements,” which defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles and expands disclosures about fair value measurements. SFAS No. 157 clarifies how to measure fair value as permitted under other accounting pronouncements, but does not require any new fair value measurements. The Company is required to adopt SFAS No. 157 as of January 1, 2008. For some entities, the application of this statement will change current practice. The adoption of SFAS No. 157 is not expected to have a material impact on the Company’s financial position, results of operations or cash flows.

     In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities Including an Amendment of FASB Statement No. 115.” SFAS No. 159 permits entities to choose to measure many financial instruments and certain other items at fair value, with unrealized gains and losses related to these financial instruments reported in earnings at each subsequent reporting date. SFAS No. 159 is effective for fiscal years beginning after November 15, 2007. The adoption of SFAS No. 159 is not expected to have a material impact on the Company’s financial position, results of operations or cash flows.

Note 3 — Earnings per share

     The Company calculates earnings per share in accordance with SFAS No. 128, “Earnings Per Share.” Basic earnings per share are computed by dividing reported earnings by the weighted average number of common shares outstanding during the period. Diluted earnings per share reflect the additional dilution from all potentially dilutive securities such as stock options. For the periods presented, all outstanding options with an exercise price lower than the market price have been included in the calculation of diluted earnings per share.

     The weighted average number of shares of common stock and common stock equivalents used in the computation of basic and diluted earnings per share consisted of the following:

	Three Months				Nine Months
	Ended September 30,				Ended September 30,
	2007		2006		2007		2006
			(Amounts in Thousands)
Weighted average number of shares outstanding - basic earnings per share		57,206		56,090		57,043		56,131
Dilutive effect of stock options		1,087		1,094		1,260		1,046
Weighted average number of shares outstanding - diluted earnings per share		58,293		57,184		58,303		57,177

     The potentially dilutive stock options excluded from the earnings per share computation, as their effect would be anti-dilutive, totaled 1.4 million and 2.8 million for the three months ended September 30, 2007 and 2006, respectively, and 1.3 million and 1.5 million for the nine months ended September 30, 2007 and 2006, respectively.

Note 4 — Income taxes

     The Company adopted FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes” (“FIN 48”), on January 1, 2007. FIN 48 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements in accordance with FASB Statement No. 109, “Accounting for Income Taxes.” FIN 48 also prescribes a recognition threshold and measurement standard for the financial statement recognition and measurement of an income tax position taken or expected to be taken in a tax return. Only tax positions that meet the more-likely-than-not recognition threshold at the effective date may be recognized or continue to be recognized upon adoption. In addition, FIN 48 provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. Upon the adoption of FIN 48, the Company recorded a reduction of $2.7 million to the January 1, 2007 retained earnings balance as a cumulative effect adjustment.

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     The total amount of unrecognized tax benefits as of September 30, 2007 was $30.8 million, of which $3.8 million would affect the effective tax rate if recognized. The gross increase in the amount of unrecognized tax benefits during the nine months ended September 30, 2007 was $9.1 million, including: $3.3 million relating to the derecognition of certain state income tax benefits in prior periods; $4.9 million associated with the treatment of certain capital expenditures in prior periods that if recognized would not change the effective tax rate; $0.5 million relating to the derecognition of certain state income tax benefits in the current period and $0.4 million associated with the treatment of certain capital expenditures in the current period that if recognized would not change the effective tax rate. The gross decrease in the amount of unrecognized tax benefits during the nine months ended September 30, 2007 was $1.2 million. This decrease was mostly attributable to the recognition of tax benefits from tax positions taken in a prior period due to the completion of examination by taxing authorities.

     Interest and penalties related to income taxes are classified as income tax expense in the Company’s financial statements. Accrued interest and penalties totaled $3.6 million as of September 30, 2007.

     In 2005, the IRS completed an examination of the Company’s federal income tax returns for all years prior to 2002. The Company believes tax years prior to 2002 are effectively settled. However, the Company’s federal income tax returns remain open to examination for the tax years 2002 through 2006. The open tax years for Missouri are 2001 through 2006. For Iowa and Mississippi, the open tax years are 2003 through 2006. For Colorado, the open tax years are 2004 through 2006.

Note 5 — Long-term debt

     On November 10, 2005, the Company obtained a $1.2 billion senior secured credit facility that provided for a seven-year, $400.0 million term loan facility and a five-year, $800.0 million revolving loan facility. The revolving loan facility includes a $75.0 million letter of credit sub-facility and a $25.0 million swingline loan sub-facility.

     On September 6, 2007, the Company amended its senior credit facility to increase the total amount of permitted incremental loan commitments from $400.0 million to $600.0 million. The amendment also increased the maximum permitted leverage ratio and senior leverage ratio (both as defined in the senior credit facility) for fiscal quarters ending on and after September 30, 2007; raised the interest rate add-on for the Company’s term loan by 50 basis points; and permitted the Company to acquire Resorts East Chicago for an amount (including related transaction costs and expenses) not to exceed $700.0 million, without reducing the amount the Company could spend for other permitted acquisitions. The Company paid one-time cash amendment fees totaling approximately $3.1 million. The incremental loans are subject to the same interest rates and terms of payment as the existing revolving loans. On September 18, 2007, the Company borrowed $660.0 million of revolving loans to fund the acquisition of Resorts East Chicago.

     At September 30, 2007, the Company’s principal debt outstanding primarily consisted of $1.2 billion under the revolving loan facility and $393.0 million under the term loan facility. As of September 30, 2007, the amount of the revolving loan facility available for borrowing was $187.7 million, after giving effect to $5.3 million of outstanding letters of credit. All mandatory principal repayments have been made through September 30, 2007.

     As a result of the amendment described above, the borrowing under the term loan facility now bears interest at the London Interbank Offered Rate (“LIBOR”) plus 200 basis points or the base rate plus 100 basis points, at the Company’s option. Borrowings under the revolving loan facility currently bear interest at LIBOR plus 100 basis points or the base rate plus 0 basis points. The LIBOR margin is subject to adjustment between 75 and 175 basis points and the base rate margin is subject to adjustment between 0 and 75 basis points, in each case depending on the Company’s leverage ratio.

     The agreement governing the senior credit facility requires the Company to comply with various affirmative and negative financial and other covenants, including restrictions on the incurrence of additional indebtedness, restrictions on dividend payments and other restrictions and requirements to maintain certain financial ratios and tests. As of September 30, 2007, the Company was required to maintain a leverage ratio, defined as consolidated debt divided by EBITDA, of no more than 6.25:1, and maintain a senior leverage ratio, defined as senior debt divided by EBITDA, of no more than 5.25:1. As of September 30, 2007 and December 31, 2006, the Company’s leverage ratio

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was 4.72:1 and 3.33:1, respectively. The senior leverage ratio as of September 30, 2007 and December 31, 2006 was 4.71:1 and 3.32:1, respectively. As of September 30, 2007 and December 31, 2006, the Company was in compliance with all other applicable covenants.

     On February 15, 2006, the Company redeemed all $380.0 million outstanding principal amount of its 10.75% senior subordinated notes due 2009 at a redemption price of 105.375% of the principal amount, plus $20.4 million in accrued and unpaid interest to the redemption date. The redemption of the notes was funded through borrowings under the revolving loan facility. The retirement of the notes resulted in a one-time charge for loss on early retirement of debt in the first quarter of 2006 of approximately $26.3 million on a pre-tax basis.

     In connection with obtaining the senior credit facility on November 10, 2005, each of ACI’s subsidiaries (the “Guarantors”) entered into a guaranty (the “Guaranty”) pursuant to which the Guarantors guaranteed ACI’s obligations under the senior credit facility. The obligations of ACI under the senior credit facility, and of the Guarantors under the Guaranty, are secured by substantially all of the assets of ACI and the Guarantors.

Note 6 — Stock-based compensation

     The Company has various stock incentive plans for directors, officers, employees, consultants and advisers of the Company. The plans permit the grant of options to purchase common stock intended to qualify as incentive stock options or non-qualified stock options and also provide for the award of restricted stock. The maximum number of shares available for issuance under the plans is 16.0 million (net of options that terminate or are canceled without being exercised), subject to certain limitations. The Compensation Committee of the Board of Directors administers the plans and has broad discretion to establish the terms of stock awards, including, without limitation, the power to set the term (up to 10 years), vesting schedule and exercise price of stock options.

     Stock-based compensation expense totaled $3.3 million and $2.5 million for the three months ended September 30, 2007 and 2006, respectively. During the first nine months of 2007 and 2006, stock-based compensation expense was $9.0 million and $6.7 million, respectively. As of September 30, 2007, there was approximately $22.1 million of total unrecognized compensation cost related to nonvested share-based compensation arrangements granted under the stock incentive plans. This unrecognized compensation cost is expected to be recognized over a weighted-average period of 3.2 years.

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     The following table sets forth fair value per share information, including related assumptions, used to determine compensation cost for the Company. There were no stock options granted during the quarter ended September 30, 2007. Accordingly, no fair value per share information is presented for that period.

	Three Months Ended					Nine Months Ended
	September 30,					September 30,
	2007		2006			2007			2006
Weighted-average fair value per share of options granted during the period (estimated on grant date using Black-Scholes-Merton option pricing model)	$	—	$	6.88		$	10.30		$	6.95
Weighted-average assumptions:
Expected stock price volatility		—		39.0	%		36.3	%		39.2	%
Risk-free interest rate		—		4.8	%		4.8	%		4.8	%
Expected option life (years)		—		4.2			4.0			4.1
Expected annual dividend yield		—		1.8	%		1.3	%		1.8	%

     The following table summarizes information about stock option activity for the nine months ended September 30, 2007:

						Weighted-
						Average
				Weighted-		Remaining		Aggregate
	Options			Average		Contractual		Intrinsic
	(Amounts in			Exercise		Term		Value (Amounts
	Thousands)			Price		(Years)		in Thousands)
Outstanding at December 31, 2006		6,233		$	20.44
Granted		195			32.49
Exercised		(969	)		17.39
Forfeited or expired		(188	)		22.73
Outstanding at September 30, 2007		5,271		$	21.37		5.4	$	112,627
Options exercisable at September 30, 2007		1,601		$	15.24		5.0	$	24,394

     The aggregate intrinsic value in the table above represents the total pre-tax intrinsic value that would have been realized by the option holders had all option holders exercised their options on September 30, 2007. The intrinsic value of a stock option is the difference between the Company’s closing stock price on September 28, 2007 and the exercise price, multiplied by the number of in-the-money options. The total intrinsic value of options exercised during the nine months ended September 30, 2007 and 2006 was $15.0 million and $5.5 million, respectively.

Note 7 — Stock Repurchases

     On July 24, 2006, the Company’s Board of Directors approved the repurchase of up to 2.8 million shares of the Company’s Common Stock, representing approximately 5% of its issued and outstanding Common Stock, in a stock repurchase program. The shares may be repurchased from time to time during the three-year period ending July 24, 2009 in open market transactions or privately negotiated transactions at the Company’s discretion, subject to market conditions and other factors. During the quarter ended September 30, 2007, the Company repurchased 0.4 million shares at an average price of $25.65 per share. For the three months ended September 30, 2006, the Company repurchased 0.4 million shares at an average price of $19.49 per share. As of September 30, 2007, a total of 0.8 million shares have been repurchased at an aggregate cost of $17.7 million, an average of $22.43 per share.

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Note 8 — Acquisition of Resorts East Chicago

     On September 18, 2007, the Company acquired all of the outstanding membership interests of RIH Acquisitions IN, LLC, an Indiana limited liability company (“RIH”), from Resorts International Holdings, LLC. RIH owns and operates the Resorts East Chicago casino and hotel in East Chicago, Indiana. Pursuant to the Purchase Agreement dated as of April 3, 2007, as subsequently amended, the purchase price is subject to a post-closing working capital adjustment as provided in the Purchase Agreement.

     The Company paid $671.4 million, net of cash acquired, for RIH. The Company financed the purchase of RIH by borrowing additional revolving loans under its senior credit facility as further described in Note 5. The Company incurred approximately $4.7 million in acquisition costs that were included in the purchase price and $3.7 million in capitalized debt issuance costs, which will be amortized as interest expense over the remaining term of the revolving credit facility.

     The acquisition was treated as a purchase transaction. Accordingly, the purchase price was allocated to the underlying assets acquired and liabilities assumed based upon their estimated fair values at the date of acquisition. The final allocation of the purchase price will be completed within one year from the date of acquisition. The Company obtained a third-party valuation of the assets acquired and liabilities assumed, and preliminarily assigned the following values based upon the Company’s review of the third-party valuation:

	September 18, 2007
	(Amounts in Thousands)
Current assets, including $8,272 of cash acquired	$	17,544
Property and equipment		177,270
Goodwill		270,947
Gaming license and other intangible assets		224,330
Assumed liabilities		(10,400	)
Net assets acquired	$	679,691

     The amount allocated to intangible assets includes the recognition of a customer list with an estimated value of $0.4 million and an estimated useful life of five years and a trade name with an estimated value of $1.2 million and an estimated useful life of six months. Goodwill and the gaming license, which has an indefinite life, are not amortized.

     The pro forma consolidated results of operations, as if the acquisition of Resorts East Chicago had occurred on January 1, 2006, are as follows:

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2007		2006		2007		2006
	(Amounts in Thousands, Except Per Share Data)
Pro Forma
Net revenues	$	329,446	$	325,016	$	990,303	$	979,342
Operating income	$	56,486	$	58,962	$	176,790	$	162,975
Net income	$	20,205	$	20,996	$	62,862	$	38,399
Basic earnings per common share	$	0.35	$	0.37	$	1.10	$	0.68
Diluted earnings per common share	$	0.35	$	0.37	$	1.08	$	0.67

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Note 9 — Commitments and contingencies

     Litigation. From time to time, the Company is a party to litigation, most of which arises in the ordinary course of business. The Company is not currently a party to any litigation that management believes would be likely to have a material adverse effect on the financial position, results of operations or cash flows of the Company.

     Self-Insurance Reserves. The Company is self-insured for various levels of general liability, workers’ compensation and employee medical coverage. Insurance claims and reserves include accruals of estimated settlements for known claims, as well as accrued estimates of incurred but not reported claims. At September 30, 2007 and December 31, 2006, the estimated liabilities for unpaid and incurred but not reported claims totaled $11.3 million and $10.4 million, respectively. The Company utilizes actuaries who consider historical loss experience and certain unusual claims in estimating these liabilities, based upon statistical data provided by the independent third party administrators of the various programs. The Company believes the use of this method to account for these liabilities provides a consistent and effective way to measure these highly judgmental accruals; however, changes in health care costs, accident or illness frequency and severity and other factors can materially affect the estimates for these liabilities.

     Guarantees. In December 2000, the Company assumed several agreements with the Missouri 210 Highway Transportation Development District (“Development District”) that had been entered into in order to assist the Development District in the financing of a highway improvement project in the area around the Ameristar Kansas City property prior to the Company’s purchase of that property. In order to pay for the highway improvement project, the Development District issued revenue bonds totaling $9.0 million with scheduled maturities from 2006 through 2011.

     The Company has provided an irrevocable standby letter of credit from a bank in support of obligations of the Development District for certain principal and interest on the revenue bonds. The amount outstanding under this letter of credit was $2.6 million as of September 30, 2007. The Company is obligated to pay any shortfall in the event that amounts on deposit are insufficient to cover the obligations under the bonds, as well as any costs incurred by the Development District that are not payable from the taxed revenues used to satisfy the bondholders. Through September 30, 2007, the Company had paid $2.3 million in shortfalls and other costs. As required by the agreements, the Company anticipates that it will be reimbursed for these shortfall payments by the Development District from future available cash flow, as defined, and has recorded a corresponding receivable as of September 30, 2007.

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     Commitments. During 2005, a transportation development district (“TDD”) and a community improvement district were organized by the Company in St. Charles, Missouri to acquire land and develop and construct improvements to Riverbluff Drive, which is the roadway providing primary access to Ameristar St. Charles. The approximate estimated cost of the project is $17 million and is being funded by proceeds of $3.9 million from tax-exempt bonds issued by the TDD and advances to the TDD by the Company, which will be repaid through an additional 2 percent sales tax on non-gaming revenues at Ameristar St. Charles over a period of 30 years. The tax period can be extended up to 10 additional years if necessary to fully reimburse Ameristar for the project costs advanced. The bonds mature annually on April 1 during the period from 2006 to 2025.

     The Company is not a guarantor of the obligations of the TDD as they relate to the bonds. At September 30, 2007, the Company is owed $9.7 million by the TDD for reimbursable project costs. The costs include land purchases, legal and other professional fees, certain construction costs and relocation costs.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Overview

     We develop, own and operate casinos and related hotel, food and beverage, entertainment and other facilities, with eight properties in operation in Missouri, Iowa, Mississippi, Colorado, Nevada and Indiana. Our portfolio of casinos consists of: Ameristar St. Charles (serving greater St. Louis, Missouri); Ameristar Kansas City (serving the Kansas City, Missouri metropolitan area); Ameristar Council Bluffs (serving Omaha, Nebraska and southwestern Iowa); Ameristar Vicksburg (serving Jackson, Mississippi and Monroe, Louisiana); Ameristar Black Hawk (serving the Denver, Colorado metropolitan area); Cactus Petes and The Horseshu in Jackpot, Nevada (serving Idaho and the Pacific Northwest); and Resorts East Chicago (serving the Chicagoland area).

     We acquired Resorts East Chicago on September 18, 2007, and its operating results are included only from the acquisition date.

     Our financial results are dependent upon the number of patrons that we attract to our properties and the amounts those patrons spend per visit. Management uses various metrics to evaluate these factors. Key metrics include:

• “Slots handle”/“Table games drop” — measurements of gaming volume;

• “Win”/“Hold” percentages — the percentage of handle or drop that is won by the casino and recorded as casino revenue;

• “Hotel occupancy rate” — the average percentage of available hotel rooms occupied during a period;

• “Average daily room rate” — average price of occupied hotel rooms per day;

• “REVPAR” — revenue per available room is a summary measure of hotel results that combines average daily room rate and hotel occupancy rate;

• “Market share” — share of gross gaming revenues in each of our markets other than Jackpot and our share of gaming devices in the Jackpot market (Nevada does not publish separate gaming revenue statistics for this market);

• “Fair share percentage” — a percentage of gross gaming revenues based on the number of gaming positions relative to the total gaming positions in the market;

• “Admissions” — the number of patrons who enter our casinos in jurisdictions that record admissions; and

• “Win per admission” — the amount of gaming revenues generated per admission.

     Our operating results may be affected by, among other things, competitive factors, gaming tax increases, the commencement of new gaming operations, charges associated with debt refinancing or property acquisition and disposition transactions, construction at existing facilities, general public sentiment regarding travel, overall economic conditions affecting the disposable income of our patrons and weather conditions affecting our properties. Consequently, our operating results for any quarter or year are not necessarily comparable and may not be indicative of future periods’ results.

     The following significant factors and trends should be considered in analyzing our operating performance:

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• Ameristar Black Hawk. For the sixth consecutive quarter, Ameristar Black Hawk experienced significant growth in business volume and strong financial results following its rebranding in April 2006. Our initial investment to upgrade the property’s casino and restaurants, along with our focus on guest service and high quality food and gaming experiences, are key drivers of our continued success at Black Hawk. The property’s operating income increased $1.0 million and the related margin improved 2.9 percentage points over the prior-year third quarter. Our Black Hawk property’s market share has increased by 43.9% since the rebranding, improving from an 11.3% market share to a 16.2% market share. Upon their completion scheduled for the second half of 2009, the hotel and spa currently under construction will further position the property as an Ameristar-class facility that offers resort destination amenities and services that we believe are unprecedented in the Denver gaming market.

• Ameristar Kansas City. During the third quarter of 2007, a combination of effective marketing and the ability to execute on an efficient operating model contributed to our Kansas City property achieving 14.8% operating income growth on a 1.8% increase in net revenues. For the three months and nine months ended September 30, 2007, Ameristar Kansas City’s operating income margin increased 2.4 percentage points over the same prior-year periods.

• Ameristar Council Bluffs. During the third quarter of 2007, our Council Bluffs property reported a 3.4% decline in net revenues and a 5.6% decrease in operating income compared to the 2006 third quarter. The current quarter’s financial results were adversely impacted by softening in the Council Bluffs gaming market, which experienced a 3.2% contraction from the prior-year third quarter. The Council Bluffs gaming market shrunk for the second consecutive quarter. The Council Bluffs gaming market shrunk for the second consecutive quarter.

• Ameristar Vicksburg. At Ameristar Vicksburg, business volumes remained higher relative to pre-Hurricane Katrina periods (2005). However, third quarter 2007 net revenues declined 2.8% and operating income was 5.9% lower than the same period in 2006, mostly as a result of construction-related disruption and, to a lesser extent, the recapture of business by re-opened Gulf Coast casinos.

• Acquisition of Resorts East Chicago. On September 18, 2007, we completed the acquisition of Resorts East Chicago, a casino-hotel located in northwest Indiana, serving the Chicagoland area. This acquisition has allowed us to enter the third largest commercial gaming market in the United States, and we believe it will create cash flow diversification and enhance our distribution channels. Following the acquisition, we began making initial improvements to the property, including changing the slot machine mix and layout of games and making enhancements to the food and beverage venues. We currently expect that capital expenditures for these upgrades to the property will be in the range of $20 million to $25 million. One-time expenses in connection with the integration, enhancement and rebranding are expected to total between $5 million and $7 million, inclusive of the $0.3 million incurred in the 2007 third quarter. We are beginning to redirect the property’s marketing and promotional activities to maximize Resorts East Chicago’s revenue and profitability, replicating the strategies that have proven successful at Ameristar’s other properties. Upon completion of the property upgrades and the implementation of our operating and marketing programs, we anticipate launching the Ameristar brand in the Chicagoland market no later than the third quarter of 2008. The property’s competitiveness in this market is expected to progressively increase as the implementation of our operational and marketing approaches and the facility upgrades are completed. Separately, we are also developing preliminary plans for a major expansion of the facility to significantly enlarge and improve the gaming area, enhance access to the casino, provide additional structured parking and upgrade the non-gaming amenities. The timing and scope of such project will depend on various factors, including legislative developments related to the possible expansion of casino gaming in Illinois.

• Capital Investments in Properties. As discussed under “Liquidity and Capital Resources,” we currently have major capital improvement projects in progress at our St. Charles, Vicksburg and Black Hawk properties. Additionally, we expect to commence a major capital improvement project at our Council Bluffs property. Upon completion, each of these projects is expected to improve the competitiveness,

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revenues and operating cash flow of these respective properties. During construction, the operating performance of these properties may be subject to varying adverse impacts from construction disruption.

Results of Operations

     The following table sets forth certain information concerning our consolidated cash flows and the results of operations of our properties:

AMERISTAR CASINOS, INC. AND SUBSIDIARIES
SUMMARY CONSOLIDATED FINANCIAL DATA
(Dollars in Thousands)
(Unaudited)

	Three Months						Nine Months
	Ended September 30,						Ended September 30,
	2007			2006			2007			2006
Consolidated Cash Flow Information:
Net cash provided by operating activities	$	74,482		$	55,073		$	171,864		$	138,408
Net cash used in investing activities	$	(706,468	)	$	(57,603	)	$	(868,709	)	$	(166,387	)
Net cash provided by financing activities	$	664,672		$	5,887		$	709,145		$	36,582
Net Revenues:
Ameristar St. Charles	$	71,091		$	70,974		$	216,604		$	216,125
Ameristar Kansas City		63,464			62,350			191,054			189,549
Ameristar Council Bluffs		44,855			46,420			134,909			137,365
Ameristar Vicksburg		31,914			32,825			100,539			103,182
Ameristar Black Hawk		24,139			22,342			69,031			58,017
Jackpot Properties		20,733			18,667			56,434			52,018
Resorts East Chicago(1)		9,176			—			9,176			—
Consolidated net revenues	$	265,372		$	253,578		$	777,747		$	756,256
Operating Income (Loss):
Ameristar St. Charles	$	16,959		$	16,253		$	51,794		$	49,838
Ameristar Kansas City		13,488			11,745			40,443			35,676
Ameristar Council Bluffs		13,431			14,222			38,117			37,586
Ameristar Vicksburg		9,339			9,923			33,029			32,821
Ameristar Black Hawk		4,832			3,825			13,689			5,384
Jackpot Properties		4,567			3,963			11,604			10,150
Resorts East Chicago(1)		(331	)		—			(331	)		—
Corporate and other		(16,332	)		(13,678	)		(49,136	)		(41,960	)
Consolidated operating income	$	45,953		$	46,253		$	139,209		$	129,495
Operating Income Margins(2):
Ameristar St. Charles		23.9	%		22.9	%		23.9	%		23.1	%
Ameristar Kansas City		21.3	%		18.8	%		21.2	%		18.8	%
Ameristar Council Bluffs		29.9	%		30.6	%		28.3	%		27.4	%
Ameristar Vicksburg		29.3	%		30.2	%		32.9	%		31.8	%
Ameristar Black Hawk		20.0	%		17.1	%		19.8	%		9.3	%
Jackpot Properties		22.0	%		21.2	%		20.6	%		19.5	%
Resorts East Chicago(1)		(3.6	%)		—			(3.6	%)		—
Consolidated operating income margin		17.3	%		18.2	%		17.9	%		17.1	%

(1)	We acquired Resorts East Chicago on September 18, 2007, and operating results for that property are included only for the three and nine months ended September 30, 2007.
(2)	Operating income margin is operating income (loss) as a percentage of net revenues.

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     The following table presents detail of our net revenues:

	Three Months						Nine Months
	Ended September 30,						Ended September 30,
	2007			2006			2007			2006
	(Amounts in Thousands)
	(Unaudited)
Casino Revenues:
Slots	$	238,648		$	227,580		$	694,791		$	682,983
Table games		24,409			24,268			72,599			74,332
Other		2,988			2,876			8,999			8,608
Casino revenues		266,045			254,724			776,389			765,923
Non-Casino Revenues:
Food and beverage		33,612			33,478			98,493			100,027
Rooms		8,177			7,521			22,049			21,364
Other		7,903			7,803			22,018			22,065
Non-casino revenues		49,692			48,802			142,560			143,456
Less: Promotional Allowances		(50,365	)		(49,948	)		(141,202	)		(153,123	)
Total Net Revenues	$	265,372		$	253,578		$	777,747		$	756,256

     Net Revenues

     Consolidated net revenues for the quarter ended September 30, 2007 increased $11.8 million, or 4.7%, over the third quarter of 2006. The increase in consolidated net revenues was primarily attributable to Resorts East Chicago, which contributed $9.2 million following its acquisition on September 18, 2007. Additionally, consolidated net revenues benefited from third quarter increases over the prior-year third quarter of 11.1% at the Jackpot properties, 8.0% at Ameristar Black Hawk and 1.8% at Ameristar Kansas City. Third quarter 2007 slot revenues increased $1.9 million at the Jackpot properties and our Black Hawk property continued to benefit from its rebranding. During the third quarter of 2007, net revenues at the Council Bluffs and Vicksburg properties declined 3.4% and 2.8%, respectively, from the same period in 2006. Our Vicksburg property’s net revenues were adversely impacted by ongoing construction disruption and, to a lesser extent, by restored Gulf Coast gaming capacity. In Council Bluffs, our net revenues declined mostly as a result of softening gaming market conditions.

     For the nine months ended September 30, 2007, consolidated net revenues grew by $21.5 million, or 2.8%, from the corresponding 2006 period. A 19.0% increase in net revenues at Ameristar Black Hawk was slightly offset by decreases in net revenues at our Vicksburg (2.6%) and Council Bluffs (1.8%) properties. In addition to the rebranding, the Black Hawk property benefited from reduced construction disruption following the completion of the initial phase of our expansion activities in the first quarter of 2006. Our Jackpot properties increased net revenues by 8.5% over the same nine-month period in 2006, mostly due to improved slot performance.

     Operating Income

     In the third quarter of 2007, consolidated operating income was flat compared to the third quarter of 2006. A 0.9 percentage point decrease in consolidated operating income margin from the prior-year third quarter was mostly attributable to the acquisition of Resorts East Chicago. During the third quarter of 2007, operating income increased at our properties in Black Hawk (26.3%), Jackpot (15.2%), Kansas City (14.8%) and St. Charles (4.3%) over the corresponding 2006 period. The growth in operating

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income at these properties was offset by a 19.4% increase in corporate expense and declines in operating income at our Vicksburg (5.9%) and Council Bluffs (5.6%) properties, as compared to the 2006 third quarter.

     We continue to implement our effective and efficient targeted marketing programs at all our properties. As a result, at our Missouri properties, operating income growth exceeded net revenue growth during the 2007 third quarter. Operating income decreases at our Vicksburg and Council Bluffs properties were mostly attributable to reduced revenues in markets that have experienced recent contraction. For the quarter ended September 30, 2007, the increase in corporate expense over the corresponding prior-year period was mostly attributable to acquisition-related integration costs, higher stock-based compensation expense and an increase in other benefit-related costs.

     Consolidated operating income for the nine months ended September 30, 2007 increased $9.7 million (7.5%) over the first nine months of 2006. Year to date, all properties (excluding the recently acquired East Chicago property) have increased operating income over the same nine-month period in 2006. The improved operating income was mostly driven by increases of 154.3% at Ameristar Black Hawk and 13.4% at Ameristar Kansas City, for the reasons mentioned above.

     Year to date, corporate expense increased $7.2 million, or 17.1%, compared to the first nine months of 2006, due mostly to higher stock-based compensation expense, professional fees, costs related to our deferred compensation plan and East Chicago integration expenses.

     Interest Expense

     The following table summarizes information related to interest on our long-term debt:

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2007			2006			2007			2006
				(Dollars in Thousands)
Interest cost	$	17,819		$	14,579		$	48,398		$	43,413
Less: Capitalized interest		(5,370	)		(2,206	)		(13,484	)		(5,273	)
Interest expense, net	$	12,449		$	12,373		$	34,914		$	38,140
Cash paid for interest, net of amounts capitalized	$	8,435		$	11,636		$	30,684		$	49,332
Weighted-average total debt balance outstanding	$	1,016,035		$	845,707		$	935,239		$	829,321
Weighted-average interest rate		6.9	%		6.7	%		6.8	%		6.9	%

     For the quarter ended September 30, 2007, consolidated interest expense, net of amounts capitalized, was relatively unchanged from the 2006 third quarter. An increase in capitalized interest was offset by an increase in the average interest rate and a higher weighted-average total debt outstanding.

     Year to date, consolidated interest expense, net of amounts capitalized, decreased $3.2 million (8.5%) from the first nine months of 2006. The decrease mostly resulted from higher capitalized interest in 2007 and the February 2006 redemption of our senior subordinated notes with borrowings under our new credit facility at substantially lower interest rates. The interest savings were partially offset by an increase from 2006 of $105.9 million in the weighted-average total debt outstanding.

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     We expect our net interest expense to increase for the foreseeable future due to a higher debt balance and larger interest rate add-ons resulting from our financing of the East Chicago acquisition. Additionally, as we continue to progress on our major construction projects, we expect that our debt will increase further. When we place those assets in service over the next two years, we will no longer capitalize the interest on the associated debt, which will also cause our net interest expense to rise.

     Income Taxes

     Our effective income tax rate was 40.3% for the quarter ended September 30, 2007, compared to 39.1% for the same period in 2006. For the nine months ended September 30, 2007 and 2006, the effective income tax rate was 41.6% and 38.0%, respectively. The federal income tax statutory rate was 35% in all periods presented. The increase in our third quarter effective tax rate is primarily due to the state income tax impact from the acquisition of Resorts East Chicago. Year to date, the increase in the effective tax rate is mostly attributable to an adjustment of $2.3 million recorded in the second quarter of 2007 that resulted in the derecognition of certain state income tax benefits in accordance with FIN 48.

     Net Income

     For the three months ended September 30, 2007, consolidated net income decreased $1.1 million, or 5.3%, from the third quarter of 2006. Diluted earnings per share were $0.34 in the quarter ended September 30, 2007, compared to $0.37 in the corresponding prior-year quarter. Year-to-date 2007 net income increased $19.5 million, or 46.6%, from the nine-month period ended September 30, 2006. Diluted earnings per share were $1.05 for the first nine months of 2007, compared to $0.73 in the corresponding 2006 period. The $2.3 million adjustment to our state income tax expense adversely impacted diluted earnings per share by $0.04 for the nine months ended September 30, 2007. For the nine months ended September 30, 2006, we incurred a charge relating to the loss on redemption of our senior subordinated notes of approximately $26.3 million that adversely impacted diluted earnings per share by $0.30.

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Liquidity and Capital Resources

Cash Flows — Summary

     Our cash flows consisted of the following:

	Nine Months Ended
	September 30,
	2007			2006
	(In Thousands)
Net cash provided by operating activities	$	171,864		$	138,408
Cash flows from investing activities:
Net cash paid for Resorts East Chicago acquisition		(671,420	)		—
Capital expenditures		(196,218	)		(173,117	)
Increase in construction contracts payable		8,492			11,594
Proceeds from sale of assets		281			321
Increase in deposits and other non-current assets		(9,844	)		(5,185	)
Net cash used in investing activities		(868,709	)		(166,387	)
Cash flows from financing activities:
Proceeds from revolving loan facility		737,000			460,000
Principal payments of long-term debt		(18,337	)		(383,396	)
Premium on early redemption of senior subordinated notes		—			(20,425	)
Cash dividends paid		(17,539	)		(15,784	)
Proceeds from stock option exercises		16,915			2,603
Purchases of treasury stock		(9,660	)		(8,014	)
Excess tax benefit from stock option exercises		4,432			1,751
Debt issuance costs		(3,666	)		(153	)
Net cash provided by financing activities		709,145			36,582
Net increase in cash and cash equivalents	$	12,300		$	8,603

     Our business is primarily conducted on a cash basis. Accordingly, operating cash flows tend to follow trends in our operating income. The increase in operating cash flows from 2006 to 2007 was mostly attributable to the improvement in consolidated operating income and a reduction in debt interest payments.

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     Capital expenditures during the first nine months of 2007 and 2006 were primarily related to our expansion at Ameristar St. Charles, Ameristar Black Hawk capital improvement projects, our expansion at Ameristar Vicksburg and the acquisition of slot machines. The following table summarizes our capital spending activity for the nine months ended September 30, 2007 and 2006 and our construction in progress as of September 30, 2007:

	Nine Months		Nine Months		Construction in
	Ended		Ended		Progress at
	September 30,		September 30,		September 30,
Capital Expenditures by Project	2007		2006		2007
	(In Thousands)
St. Charles expansion	$	103,048	$	60,528	$	208,703
Black Hawk expansion		21,233		36,934		50,373
Vicksburg expansion		13,754		19,326		46,307
Other construction projects		17,768		20,564		37,448
Total construction projects	$	155,803	$	137,352	$	342,831
Capitalized interest		13,484		5,273		—
Slot machines		8,076		25,628		—
Other fixed asset purchases		18,855		4,864		630
Total capital expenditures	$	196,218	$	173,117	$	343,461

     Our major development project at Ameristar St. Charles was originally scheduled for a December 2007 completion and opening. However, recent delays have been encountered on the project, which we are addressing through negotiations with our general contractor. Work is continuing on the project, which includes a 25-story, 400-room all-suite hotel with an indoor/outdoor swimming pool and a 7,000 square-foot, full-service spa. Management is focused on resolving the outstanding issues facing the project and is seeking to open the hotel, pool and spa as soon as possible without material impacts on the budget or schedule.

     Additionally, construction work continues on the roadway project to improve the primary access to Ameristar St. Charles. When completed, which is anticipated to be in December 2007, the new boulevard will greatly reduce long-standing access constraints to the property by accommodating more traffic at peak periods, as well as upgrading the aesthetics of the approach to the property, including improved lighting and landscaping. While construction disruption will impact business volumes and operating results at Ameristar St. Charles during the fourth quarter of 2007, we believe this project will provide an important advantage for the property after opening the hotel, particularly in light of a competitor opening a new facility in downtown St. Louis in late 2007.

     We organized a transportation development district (“TDD”) and a community improvement district in St. Charles, Missouri to acquire land and develop and construct improvements for the roadway improvement project. The approximate estimated cost of the project is $17 million and is being funded by proceeds of $3.9 million from tax-exempt bonds issued by the TDD and advances to the TDD by the Company, which will be repaid through an additional 2 percent sales tax on non-gaming revenues at Ameristar St. Charles over a period of 30 years.

     We have also decided to add several enhanced amenities to the St. Charles property. A new nightclub will open in December 2007. Other enhancements will include a new casino circle bar and improved casino flow and layout. We believe this master plan build-out — the hotel, spa, pool, road improvements, nightclub, casino circle bar and additional upgrades — will further strengthen Ameristar St. Charles’ competitive position.

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     The casino and parking expansion project at Ameristar Vicksburg is progressing. Both the 1,000-space parking garage and the expanded gaming facility, which will include 440 additional gaming positions, two new restaurants, a VIP club and retail space, are now expected to open in the second quarter of 2008. In addition, a $12 million renovation to the 149-room hotel commenced in August 2007 and is expected to be completed in December 2007. When the expansion and renovation are complete, we expect this property to further strengthen its long-standing dominant position in the market, as reflected by its 46 percent market share during the third quarter of 2007.

     In June 2007, we announced a $100 million expansion plan for our Council Bluffs property. The project will add 60,000 square feet to the existing facility and double the current casino floor square footage. The project, which is in the design stage, is expected to be completed in mid-2009 and is subject to the receipt of all necessary approvals. By reducing capacity constraints during peak periods and providing an enhanced, more spacious casino experience, we expect this project will increase revenues at the property and grow the market overall.

     Despite previously reported delays due to difficult geological site conditions, construction on the Ameristar Black Hawk 536-room, four-diamond-quality hotel is progressing on schedule. Extensive rock excavation and removal, which is making way for work to begin on the main portion of the 33-story hotel tower, is expected to be finished in early November 2007.

     For the nine months ended September 30, 2007 and 2006, cash flows provided by financing activities were impacted by debt borrowings, principal payments on long-term debt, dividend payments, proceeds from employee stock option exercises and purchases of treasury stock. Additionally, financing cash flows during the first nine months of 2006 were impacted by the February 15, 2006 redemption of our senior subordinated notes with borrowings under our revolving loan facility.

     During each of the initial three quarters of 2007 and 2006, our Board of Directors declared quarterly cash dividends in the amount of $0.1025 per share and $0.09375 per share, respectively.

     On September 6, 2007, we amended our senior credit facility to increase the total amount of permitted incremental loan commitments from $400.0 million to $600.0 million. The amendment also increased the maximum permitted leverage ratio and senior leverage ratio (both as defined in the senior credit facility) for fiscal quarters ending on and after September 30, 2007, raised the interest rate add-on for our term loan by 50 basis points and permitted us to acquire Resorts East Chicago for an amount (including related transaction costs and expenses) not to exceed $700.0 million, without reducing the amount we could spend for other permitted acquisitions. We paid one-time cash amendment fees totaling approximately $3.1 million. The incremental loans are subject to the same interest rates and terms of payment as the existing revolving loans.

     At September 30, 2007, our principal debt outstanding primarily consisted of $1.2 billion under the revolving loan facility and $393.0 million under the term loan facility. As of September 30, 2007, the amount of the revolving loan facility available for borrowing was $187.7 million, after giving effect to $5.3 million of outstanding letters of credit. All mandatory principal repayments have been made through September 30, 2007.

     The agreement governing the senior credit facilities requires us to comply with various affirmative and negative financial and other covenants, including restrictions on the incurrence of additional indebtedness, restrictions on dividend payments and other restrictions and requirements to maintain certain financial ratios and tests. As of September 30, 2007 and December 31, 2006, we were in compliance with all applicable covenants.

     On September 18, 2007, we acquired all of the outstanding membership interests of RIH Acquisitions IN, LLC (“RIH”) from Resorts International Holdings, LLC. RIH owns and operates Resorts East Chicago. Pursuant to the Purchase Agreement dated as of April 3, 2007, as subsequently amended, the purchase price is subject to a

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post-closing working capital adjustment as provided in the Purchase Agreement. We paid $671.4 million, net of cash acquired, for RIH. We financed the purchase of RIH by borrowing additional revolving loans under our senior credit facility as described above. We incurred approximately $4.7 million in acquisition costs that were included in the purchase price and $3.7 million in capitalized debt issuance costs, which will be amortized to interest expense over the remaining term of the revolving credit facility.

     Historically, we have funded our daily operations through net cash provided by operating activities and our significant capital expenditures primarily through operating cash flows, bank debt and other debt financing. We believe that our cash flows from operations, cash and cash equivalents and availability under our amended senior credit facilities will be able to support our operations and liquidity requirements, including all of our currently planned capital expenditures and dividend payments on our Common Stock. However, if our existing sources of cash are insufficient to meet such needs, we will be required to seek additional financing or scale back our capital plans. Any loss from service of our riverboat and barge facilities for any reason could materially adversely affect us, including our ability to fund daily operations and to satisfy debt covenants. Our ability to borrow funds under the senior credit facilities at any time is primarily dependent upon the amount of our EBITDA, as defined for purposes of the senior credit facilities, for the preceding four fiscal quarters. As of September 30, 2007, in addition to the $187.7 million available for borrowing under the current senior credit facilities, we had $113.4 million of cash and cash equivalents, approximately $65.0 million of which were required for daily operations.

Off-Balance Sheet Arrangements

     We do not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Securities and Exchange Commission Regulation
S-K.

Critical Accounting Policies and Estimates

     We prepare our condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States. Certain of our accounting policies, including the estimated useful lives assigned to our assets, asset impairment, health benefit reserves, stock-based compensation expense, purchase price allocations made in connection with acquisitions, the determination of bad debt reserves and the calculation of our income tax liabilities, require that we apply significant judgment in defining the appropriate assumptions for calculating financial estimates. By their nature, these judgments are subject to an inherent degree of uncertainty. Our judgments are based in part on our historical experience, terms of existing contracts, observance of trends in the gaming industry and information obtained from independent valuation experts or other outside sources. We cannot assure you that our actual results will conform to our estimates. For additional information on critical accounting policies and estimates, see “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the notes to our audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2006.

Forward-Looking Statements

     This Quarterly Report contains certain forward-looking statements, including the plans and objectives of management for our business, operations and economic performance. These forward-looking statements generally can be identified by the context of the statement or the use of forward-looking terminology, such as “believes,” “estimates,” “anticipates,” “intends,” “expects,” “plans,” “is confident that” or words of similar meaning, with reference to us or our management. Similarly, statements that describe our future operating performance, financial results, financial position, plans, objectives, strategies or goals are forward-looking statements. Although management believes that the assumptions underlying the forward-looking statements are reasonable, these assumptions and the forward-looking statements are subject to various factors, risks and uncertainties, many of which are beyond our control, including but not limited to uncertainties concerning operating cash flow in future periods, our borrowing capacity under the senior credit facilities or any replacement

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financing, our properties’ future operating performance, our ability to undertake and complete capital expenditure projects in accordance with established budgets and schedules, changes in competitive conditions, regulatory restrictions and changes in regulation or legislation (including gaming tax laws and restrictions on smoking at our facilities) that could affect us. Accordingly, actual results could differ materially from those contemplated by any forward-looking statement. In addition to the other risks and uncertainties mentioned in connection with certain forward-looking statements throughout this Quarterly Report, attention is directed to “Item 1A. Risk Factors” in this Quarterly Report and “Item 1A. Risk Factors” and “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2006 for a discussion of the factors, risks and uncertainties that could affect our future results.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

     Market risk is the risk of loss arising from adverse changes in market rates and prices, such as interest rates, foreign currency exchange rates and commodity prices. Our primary exposure to market risk is interest rate risk associated with our senior credit facilities. As of September 30, 2007, we had $1.6 billion outstanding under our senior credit facilities, bearing interest at variable rates. The senior credit facilities bear interest equal to LIBOR (in the case of Eurodollar loans) or the prime interest rate (in the case of base rate loans), plus an applicable margin, or “add-on.” At September 30, 2007, the average interest rate applicable to the senior credit facilities outstanding was 6.7%. An increase of one percentage point in the average interest rate applicable to the senior credit facilities outstanding at September 30, 2007 would increase our annual interest cost by approximately $16.0 million.

     Substantially all of our long-term debt is subject to variable interest rates. We continue to monitor interest rate markets and, in order to control interest rate risk, may enter into interest rate collar or swap agreements or other derivative instruments as market conditions warrant. We may also choose to refinance a portion of our variable rate debt through the issuance of long-term fixed-rate debt.

Item 4. Controls and Procedures

(a) Evaluation of Disclosure Controls and Procedures

     As required by Rule 13a-15(b) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Company’s management, including our Chief Executive Officer and President and our Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this Quarterly Report. Based on that evaluation, the Chief Executive Officer and President and the Chief Financial Officer have concluded that our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) were effective as of the end of the period covered by this Quarterly Report.

(b) Changes in Internal Control over Financial Reporting

     As required by Rule 13a-15(d) under the Exchange Act, the Company’s management, including our Chief Executive Officer and President and our Chief Financial Officer, has evaluated our internal control over financial reporting to determine whether any changes occurred during the third fiscal quarter of 2007 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Based on that evaluation, there has been no such change during the third fiscal quarter of 2007.

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PART II. OTHER INFORMATION

Item 1A. Risk Factors

     Since the filing of our Quarterly Report on Form 10-Q for the quarter ended June 30, 2007, there have been certain developments that change or add to the uncertainties and risks that might materially adversely affect our business, financial position, results of operations or cash flows. These new risk factors or material changes to our previously disclosed risk factors are discussed below. You should also carefully consider all of the other risk factors that we discuss in “Item 1A. Risk Factors” of our Quarterly Report on Form 10-Q for the quarter ended March 31, 2007 and “Item 1A. Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2006.

The Estate of Craig H. Neilsen owns a majority of our common stock, controls our affairs and may have interests that differ from those of other holders of our common stock.

     Craig H. Neilsen, our founder and former Chairman of the Board and Chief Executive Officer, died on November 19, 2006. At the time of his death, Mr. Neilsen beneficially owned approximately 56% of our outstanding Common Stock. As a result of his death, these shares passed by operation of law to Mr. Neilsen’s estate (the “Estate”). The co-executors of the Estate are Ray H. Neilsen, our Co-Chairman of the Board and Senior Vice President, and Gordon R. Kanofsky, our Co-Chairman of the Board and Executive Vice President. Craig H. Neilsen’s estate plan provides that 25,000,000 shares of our Common Stock owned by the Estate (or approximately 44% of our shares currently outstanding) will ultimately pass to The Craig H. Neilsen Foundation, a private foundation primarily focused on funding spinal cord injury research and treatment (the “Foundation”). Messrs. Neilsen and Kanofsky serve as the co-trustees of the Foundation, and they also serve on the Foundation’s five-person board of directors. As officers and directors of ACI, executors of the Estate and trustees and directors of the Foundation, Messrs. Neilsen and Kanofsky are subject to certain conflicts of interest.

     Through their roles as directors and officers of ACI and in light of their control over a majority of our Common Stock, Messrs. Neilsen and Kanofsky jointly have the ability to control our operations and affairs, including the election of the entire Board of Directors and, except as otherwise provided by law, other matters that may be submitted to a vote of the stockholders, including a merger, consolidation or sale of our assets. As a result, actions that may be supported by a majority of the other stockholders, including the issuance of additional shares of Common Stock to finance acquisitions or other growth opportunities, could be blocked by Messrs. Neilsen and Kanofsky.

     In addition, the Estate’s ownership affects the liquidity in the market for our Common Stock and sales by the Estate could affect the price of our Common Stock. Messrs. Neilsen and Kanofsky, as co-executors of the Estate, disclosed in a Schedule 13D amendment filed with the Securities and Exchange Commission on October 22, 2007 that, on behalf of the Estate, they will continue to review the Estate’s liquidity needs and other factors impacting the Estate’s investment in our Common Stock and may evaluate strategic alternatives to the Estate’s holdings in the Company, including possible sales of some or all of our Common Stock held by the Estate or one or more transactions that could influence or change control of the Company. Some of the factors influencing the Estate’s investment decisions with respect to our Common Stock may not be relevant to other holders of our Common Stock.

A change in control could result in the acceleration of our debt obligations.

     Certain changes in control could result in the acceleration of our senior credit facilities. This acceleration could be triggered in the event the Estate or its beneficiaries, including the Foundation, sell a substantial number of shares of our Common Stock, which they might have to do in order to pay estate tax liabilities or satisfy legal

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requirements applicable to Shareholdings by private foundations. We cannot assure you that we would be able to repay any indebtedness that is accelerated as a result of a change in control, and this would likely materially adversely affect our financial condition.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

(c) During the three months ended September 30, 2007, the Company purchased the following shares of our outstanding Common Stock.

					Total Number of		Maximum Number of
					Shares Purchased as		Shares that May
					Part of Publicly		Yet Be Purchased
	Total Number of		Average Price		Announced		Under the Plans or
Period	Shares Purchased		Paid per Share		Plans or Programs(1)		Programs
July 1, 2007 — July 31, 2007		0		N/A		0		2,389,164
August 1, 2007 — August 31, 2007		376,400	$	25.65		787,236		2,012,764
September 1, 2007 — September 30, 2007		0		N/A		0		2,012,764
Total		376,400				787,236

(1) On July 24, 2006, our Board of Directors approved a program for the Company to repurchase up to an aggregate of 2,800,000 shares of our outstanding Common Stock. The program was publicly announced on July 26, 2006. The shares may be repurchased from time to time during the three-year period ending July 24, 2009 in open market transactions or privately negotiated transactions, at our discretion. We did not previously have a stock repurchase program in effect. All shares repurchased by the Company during the quarter ended September 30, 2007 were repurchased pursuant to the program in open market transactions.

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Item 6. Exhibits

Exhibit
Number	Description of Exhibit	Method of Filing
2	Amendment No. 1 to Purchase Agreement, dated as of September 17, 2007, among Resorts International Holdings, LLC, ACI and Ameristar East Chicago Holdings, LLC	Filed electronically herewith.
3(ii)	Bylaws of ACI, as amended to date	Filed electronically herewith.
4.1	Second Amendment to Credit Agreement, dated as of August 31, 2007, among ACI, the various Lenders party thereto and Deutsche Bank Trust Company Americas (“DBTCA”), as Administrative Agent	Incorporated by reference to Exhibit 4.1 to ACI’s Current Report on Form 8-K filed on September 11, 2007.
4.2	Incremental Commitment Agreement, dated September 18, 2007, among ACI, the various Lenders party thereto and DBTCA	Incorporated by reference to Exhibit 4.1 to ACI’s Current Report on Form 8-K filed on September 21, 2007.
10.1	Ameristar Casinos, Inc. Change in Control Severance Plan	Incorporated by reference to Exhibit 10.1 to ACI’s Current Report on Form 8-K filed on November 1, 2007.
10.2	Ameristar Casinos, Inc. Amended and Restated Deferred Compensation Plan	Filed electronically herewith.
10.3	Redevelopment Project Lease, dated as of October 19, 1995, between the City of East Chicago, Indiana (the “City”) and Showboat Marina Partnership (“SMP”), as subsequently amended and assigned by Lease Assignment and Assumption Agreement, dated as of March 28, 1996, between SMP and Showboat Marina Casino Partnership (“SMCP”); Acknowledgement of Commencement Date of Redevelopment Project Lease and Notice of Election to Take Possession of Leased Premises, dated as of March 28, 1996, between the City and SMCP; First Amendment to Redevelopment Project Lease, dated as of March 28, 1996, between the City and SMCP; Second Amendment to Redevelopment Project Lease, dated as of January 20, 1999, between the City and SMCP; Assignment and Assumption of Lease, dated as of April 26, 2005, between SMCP and RIH Acquisitions IN, LLC (“RIH Acquisitions”); Assignment and Assumption of Lease, dated as of October 25, 2006, between RIH Acquisitions and RIH Propco IN, LLC; and Memorandum of Merger of Leasehold Interests, dated as of September 18, 2007, between RIH Acquisitions and the City	Filed electronically herewith.

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Exhibit
Number	Description of Exhibit	Method of Filing
10.4	Documents comprising the local development agreement between the City and RIH Acquisitions, consisting of: letter agreement dated April 8, 1994 between SMP and Robert A. Pastrick, Mayor of the City of East Chicago, Indiana (the “Mayor”); letter dated April 18, 1995 from SMP to the Mayor; Side Agreement: East Chicago Second Century, Inc., dated as of December 22, 1998, among SMP, Waterfront Entertainment and Development, Inc. (“Waterfront”), Thomas S. Cappas (“Cappas”) and Michael A. Pannos (“Pannos”); Confirmation of Agreement and Implementation: East Chicago Second Century, Inc., dated as of February 26, 1999, Among SMP, Waterfront, Cappas and Pannos: and Memorandum of Understanding, dated August 25, 2000, between SMCP and the City	Filed electronically herewith.
31.1	Certification of John M. Boushy, Chief Executive Officer and President, pursuant to Rules 13a-14 and 15d-14 under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	Filed electronically herewith.
31.2	Certification of Thomas M. Steinbauer, Senior Vice President of Finance, Chief Financial Officer and Treasurer, pursuant to Rules 13a-14 and 15d-14 under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	Filed electronically herewith.
32	Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	Filed electronically herewith.

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SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	AMERISTAR CASINOS, INC. Registrant
Date: November 9, 2007	By:	/s/ Thomas M. Steinbauer
		Thomas M. Steinbauer
		Senior Vice President of Finance, Chief Financial Officer and Treasurer

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EX-2

Exhibit 2

AMENDMENT NO. 1
TO
PURCHASE AGREEMENT

     This AMENDMENT NO. 1, dated as of September 17, 2007 (this “Amendment”), by and among Resorts International Holdings, LLC, a Delaware limited liability company (“Seller”), Ameristar Casinos, Inc., a Nevada corporation (“Buyer”) and Ameristar East Chicago Holdings, LLC, an Indiana limited liability company and wholly owned subsidiary of Buyer (“AECH”), is being entered into to amend that certain PURCHASE AGREEMENT dated as of April 3, 2007 (the “Purchase Agreement”), by and between Seller and Buyer. Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to such terms in the Purchase Agreement.

R E C I T A L S

     WHEREAS, on April 3, 2007, Seller and Buyer entered into the Purchase Agreement providing, among other things, for the sale by Seller to Buyer of all of the membership interests of RIH Acquisitions IN, LLC, an Indiana limited liability company (the “Company”);

     WHEREAS, pursuant to that certain Assignment and Assumption Agreement, dated as of September 4, 2007, by and between Buyer and AECH, Buyer assigned its rights and obligations under the Purchase Agreement to AECH; and

     WHEREAS, Seller, Buyer and AECH (collectively, the “Parties”) now desire to amend the Purchase Agreement as provided below.

A G R E E M E N T

     NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

     1. Amendment to Article II of the Purchase Agreement. Article II of the Purchase Agreement is hereby by adding the following new Section 2.22 at the end thereof:

     “Section 2.22. Loan Documents. No event of default has occurred under the Loan Documents (as such term is defined in that certain Loan Agreement dated as of October 24, 2006 between Lender, IN Borrower, RIH Acquisitions NJ, LLC, RIH Propco NJ, LLC, RIH Acquisitions MS I, LLC, RIH Propco MS I, LLC, RIH Acquisitions MS II, LLC and RIH Propco MS II, LLC).”

     2. Amendment to Section 4.4 of the Purchase Agreement. Section 4.4 of the Purchase Agreement is hereby amended by adding at the end thereof the following new subsection (c):

“(c) Notwithstanding anything in this Agreement to the contrary, following the Closing, Seller shall be solely responsible with respect to all Liabilities of the Company and/or the Company Subsidiary with respect to any claims by employees of the Company or the Company Subsidiary or such employees’ covered dependents that are made, incurred, existing or pending prior to the Closing Date (i) under any health or medical (including dental, vision and prescription drug) benefit plans maintained by the Company, the Company Subsidiary or any of their Affiliates or (ii) with respect to workers compensation. Seller shall administer, or cause to be administered, such claims and shall make timely payment of any amounts owed by the Company or the Company Subsidiary with respect to such claims or, to the extent the Company or the Company Subsidiary is required by applicable Law or the terms of any insurance policy to make such payment, promptly make payment to the Company or the Company Subsidiary, as applicable, following its request.”

     3. Amendment to Section 4.10 of the Purchase Agreement. Section 4.10 of the Purchase Agreement is hereby amended as follows:

     (a) Section 4.10(c) the Purchase Agreement is hereby amended and restated in its entirety to read as follows:

“(c) Intentionally Omitted.”

     (b) Section 4.10(d) the Purchase Agreement is hereby amended and restated in its entirety to read as follows:

“(d) Use, Redemption and Destruction of Chips. After the date hereof through the Closing, Seller shall manage the chip Liability in the Ordinary Course of Business. On or prior to the first anniversary of the Closing Date, Buyer shall cause the Company to replace all chips, slot tickets, tokens and plaquemines used at the Property with chips, slot tickets, tokens and plaquemines that do not include the “Resorts” name. Thereafter, pursuant to the Indiana Gaming Regulations and as approved and directed by the applicable Gaming Authorities, Buyer shall redeem for cash all of the Company’s then-outstanding gaming chips, unredeemed slot tickets (to the extent such slot tickets are, by their terms, still eligible for redemption), tokens and plaquemines.”

     4. Amendment to Section 4.23(a) of the Purchase Agreement. Section 4.23(a) of the Purchase Agreement is hereby amended by adding the following at the end thereof:

“For so long as Seller shall maintain directors’ and officers’ liability insurance or employment practices liabilities insurance for the directors and officers of the entities that own Resorts Tunica, Bally’s Tunica and/or the Atlantic City Hilton (the “Other Properties”) such policy (the “D&O/EPL Policy”) shall (on terms and conditions substantially similar to such insurance in effect on the date hereof) also cover the current and former directors and officers of the Company and the Company Subsidiary with respect to periods prior to the Closing Date. In the

2

event a claim is made under the D&O/EPL Policy relating to any current or former director or officer of the Company or the Company Subsidiary, in his or her capacity as such, that results in an increase to the premiums payable under such policy (or any renewal policy) then the Buyer shall promptly reimburse Seller for the cost of any such increase; provided, however, that if at any time following the Closing and prior to the time a claim is made under the D&O/EPL Policy relating to a current or former director or officer of the Company or the Company Subsidiary, in his or her capacity as such, Buyer informs Seller that it desires, in its sole discretion, to release Seller from its obligations to maintain the D&O/EPL Policy under this sentence, then Buyer shall be released from its obligation to reimburse Seller for the cost of any increase in the premium of such D&O/EPL Policy. In addition, Seller agrees to give Buyer reasonable prior notice if Seller determines to no longer maintain the D&O/EPL Policy for the directors and officers of the Other Properties.”

     5. Amendment to Section 4.17(c) of the Purchase Agreement. Section 4.17(c) of the Purchase Agreement is hereby amended by inserting the following language before the “.” at the end thereof:

“; provided, however, that the amount of any Escrowed Development Taxes (as defined herein) and any earnings thereon that are transferred on the Closing Date to a Company bank account in accordance with Section 4.26 hereof shall be credited against the amount of any Development Taxes for which Seller is responsible (either directly or through indemnification of Buyer or its Affiliates) pursuant to this Section 4.17”

     6. Amendment to Article IV of the Purchase Agreement. Article IV of the Purchase Agreement is hereby by adding the following new Sections 4.26 and 4.27 at the end thereof:

“Section 4.26 Escrow of Development Taxes.

(a) Between the date hereof and the Closing Date, Seller shall, or shall cause the Company to, continue to deposit in an account with U.S. Bank (the “Development Tax Bank Account”) all amounts that accrue (or have accrued) with respect to the Development Taxes that are payable to East Chicago Second Century, Inc. (calculated in a manner consistent with past practices and the Development Agreements (as defined herein)) and none of Seller, the Company or the Company Subsidiary shall make any withdrawals from the Development Tax Bank Account (including previously deposited funds with respect to such Development Taxes or any earnings on such previously deposited funds), unless such withdrawal is made in connection with a corresponding payment of the Development Taxes to East Chicago Second Century, Inc. in accordance with the Development Agreements.

(b) On the Closing Date, all amounts that have been deposited in the Development Tax Bank Account or otherwise set aside or reserved in connection with the Development Taxes that are payable to East Chicago Second Century,

3

Inc. (the “Escrowed Development Taxes”) and any earnings thereon shall be transferred to Account No. 153910593448, in the Company’s name, at U.S. Bank. Following the Closing Date, the Company and/or Buyer shall have sole control over the Escrowed Development Taxes. Notwithstanding anything to the contrary in this Agreement, Buyer agrees to, or shall cause the Company to, pay all Development Taxes as and when required after the Closing.

Section 4.27 Litigation. Notwithstanding anything to the contrary in this Agreement, from and after the Closing, Seller shall at its own cost, risk and expense (i) take control of the defense and investigation of those matters set forth on Schedule 4.27 of the Seller Disclosure Letter (collectively, the “Excluded Litigation”), (ii) employ and engage attorneys of its own choice to handle and defend the same and (iii) compromise or settle such Excluded Litigation, which compromise or settlement shall be made only if such compromise or settlement contains an unconditional release of the Company and its subsidiaries. Notwithstanding anything to the contrary in this Agreement, Seller shall be solely responsible for all amounts payable in connection with the Excluded Litigation (including legal fees and other out-of-pocket expenses) and shall fully indemnify, defend and hold Buyer, the Company and the Company Subsidiary harmless from and against any amounts required to be paid in connection with the Excluded Litigation. Seller shall be entitled to retain, and none of the Buyer, the Company or the Company Subsidiary shall have any claim to, any amounts received by, or awarded to, Seller, the Company or the Company Subsidiary in connection with the Excluded Litigation. In addition, Buyer, the Company and the Company Subsidiary agree to promptly pay to Seller any and all amounts received under any Seller Policy in respect of Excluded Litigation. Seller represents and warrants to Buyer that Target Closing Working Capital reflects the inclusion of a receivable of $179,000 with respect to one of the Excluded Litigation matters.”

     7. Amendment to Section 7.1(b) of the Purchase Agreement. Section 7.1(b) of the Purchase Agreement is hereby amended by adding the following the following at the end thereof:

     “Notwithstanding anything to the contrary in this Section 7.1(b), the representation and warranties in Section 2.22 shall survive indefinitely.”

     8. Amendment to Section 7.2(a) of the Purchase Agreement. Section 7.2(a) of the Purchase Agreement is hereby amended by inserting the following language before the “.” at the end thereof:

     “; and

     (iii) the Loan Documents (as such term is defined in that certain Loan Agreement dated as of October 24, 2006 between Lender, IN Borrower, RIH Acquisitions NJ, LLC, RIH Propco NJ, LLC, RIH Acquisitions MS I, LLC, RIH Propco MS I, LLC, RIH Acquisitions MS II, LLC and RIH Propco MS II, LLC).”

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     9. Amendment to Section 7.6 of the Purchase Agreement. Section 7.6 of the Purchase Agreement is hereby amended as follows:

     (a) The last sentence of Section 7.6(a) of the Purchase Agreement is hereby amended and restated as follows:

     “Notwithstanding the foregoing, the limitations set forth in this Section 7.6(a) shall not apply to any claims for indemnification in respect of any breach of Sections 2.2(a), 2.3, 2.6(d), 2.17, 2.18, 2.22, 3.2(a) and 3.3, as applicable.”

     (b) Section 7.6(b) of the Purchase Agreement is hereby amended by adding the following at the end thereof:

     “Notwithstanding the foregoing, this Section 7.6(b) shall not be applicable to any Damages payable to a Buyer Indemnified Party pursuant to Section 7.2(a)(iii).”

     10. Amendment to Section 7.8(b) of the Purchase Agreement. Section 7.8(b) of the Purchase Agreement is hereby amended by adding the following the following at the end thereof:

     “Notwithstanding the foregoing, this Section 7.8(b) shall not be applicable to any Damages payable to a Buyer Indemnified Party pursuant to Section 7.2(a)(iii).”

     11. Amendment to Section 9.1 of the Purchase Agreement. Section 9.1 of the Purchase Agreement is hereby amended as follows:

     (a) The definition of “Adjusted Working Capital” is hereby amended and restated in its entirety read as follows:

“ “Adjusted Working Capital” means, as of any date, the (a) the consolidated current assets of the Company and the Company Subsidiary as of such date, less (b) the consolidated current Liabilities of the Company and the Company Subsidiary as of such date, in each case determined in accordance with GAAP in a manner consistent with the preparation of the Financial Information; provided, however, that (i) the following shall be excluded from current assets or current liabilities, as applicable, for purposes of determining Adjusted Working Capital: (A) the assets and Liabilities that are components of the definition of “Closing Cash” (including 100% of the Liabilities described in clause (B) thereof); (B) Liabilities that are retained by the Seller pursuant to Section 4.4(c) or 4.27 of this Agreement; (C) the portion of any prepaid insurance premiums that are refundable to Seller pursuant to the cancellation of any insurance policies (or coverage thereunder with respect to the Company and the Company Subsidiary) as contemplated in Section 4.11(a); and (D) any Liabilities between Seller or any of its Affiliates (other than the Company and the Company Subsidiary), on the one hand, and the Company or the Company Subsidiary, on the other hand and (ii) for purposes of calculating Closing Working Capital, (1) only 84% of the value of all of the Company’s outstanding gaming chips, unredeemed slot tickets, tokens and plaquemines shall be included in current liabilities, (2) the amount of current liabilities with respect to Taxes shall be identical to the amount of such

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Tax liabilities reflected in Target Closing Working Capital (which amount the parties agree is $8,956,000), and (3) in light of the parties’ agreement in Section 4.27 that Seller retain the right to any proceeds from, or claims with respect to, the Excluded Litigation, the amount of current assets shall be reduced by $179,000.”

     (b) The definition of “Closing Cash” is hereby amended by inserting after the word “GAAP” in clause (i) thereof the following language:

“(provided that none of the Escrowed Development Taxes shall constitute “cash” for purposes of this definition)”

     (c) The definition of “Taxes” is hereby amended by inserting the following at the end thereof:

“Without in any way limiting the generality of the foregoing, the terms “Tax” and “Taxes” shall be deemed to include the Development Taxes.”

     (d) The following new definition is hereby added to Section 9.1 of the Purchase Agreement in the appropriate alphabetical order:

“ “Development Taxes” means the obligation of the Company to make annual payments, in an aggregate amount equal to 3.75% of its adjusted gross receipts (as defined in the Gaming Laws of the State of Indiana), to the City of East Chicago, Foundations of East Chicago, Inc. (as successor by merger to Twin City Education Foundation, Inc. and East Chicago Community Foundation, Inc.) and East Chicago Second Century, Inc. (collectively, the “Development Tax Recipients”) pursuant to certain commitments made by the Company and/or its predecessors with respect to the Property (including a letter dated April 18, 1995 from Showboat Marina Partnership to the Mayor of the City of East Chicago and a memorandum of understanding, dated August 25, 2000, between Harrah’s East Chicago and the City of East Chicago (collectively, the “Development Agreements”)), together with any interest, penalties or additions to such payments imposed in connection therewith or with respect thereto.”

     12. Amendment to Seller Disclosure Letter. The Seller Disclosure Letter is hereby amended by adding Exhibit A hereto as Section 4.27 thereof.

     13. General.

     (a) Sections 9.2, 9.4, 9.5, 9.7, 9.10 and 9.11 of the Purchase Agreement are incorporated herein as if fully set forth, mutatis mutandum.

     (b) The Purchase Agreement (and the Exhibits and Schedules attached thereto) as modified, amended and changed by this Amendment, and the other documents delivered pursuant hereto or thereto constitute the full and entire understanding and agreement between and among the Parties with regard to the subject matter hereof and thereof.

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     (c) Except as expressly provided herein, this Amendment shall not constitute an amendment, modification or waiver of the Purchase Agreement (or any provision thereof or any Exhibit and Schedule attached thereto) and the provisions of the Purchase Agreement (and the Exhibits and Schedules attached thereto) as modified hereby shall otherwise continue in full force and effect.

[Signatures on following page]

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Exhibit 2

          IN WITNESS WHEREOF, the Parties hereto have caused this Amendment to be executed and delivered as of the date first set forth above.

RESORTS INTERNATIONAL HOLDINGS, LLC
By:	/s/ Eric J. Matejevich
	Name:	Eric J. Matejevich
	Title:	Chief Financial Officer
AMERISTAR CASINOS, INC.
By:	/s/ Peter C. Walsh
	Name:	Peter C. Walsh
	Title:	Senior Vice President and General Counsel
AMERISTAR EAST CHICAGO HOLDINGS, LLC
By:	/s/ Peter C. Walsh
	Name:	Peter C. Walsh
	Title:	Vice President

EXHIBIT A

SECTION 4.27

1.	Resorts International Holdings, LLC and RIH Acquisitions IN, LLC v. Federal Insurance Co. Action against insurance carrier seeking a declaration that losses sustained by Resorts International Holdings, LLC in a sophisticated criminal employee cheating scam are covered by an insurance policy issued by Federal Insurance Co.
2.	Omar Abbas v. Colony Capital, LLC and RIH Acquisitions IN, LLC. Claim by Abbas alleging that he was forcefully dragged from his hotel room at Resorts East Chicago and taken down to the lobby. The Depart of Immigration and Naturalization Services currently has a retainer as Abbas is a Jordanian national. Colony Capital, LLC and RIH Acquisitions IN, LLC have filed a motion for summary judgment.

EX-3.(II)

Exhibit 3(ii)

BYLAWS

OF

AMERISTAR CASINOS, INC.

ARTICLE I

     Section 1.01 Annual Meeting. An annual meeting of the stockholders of the corporation shall be held at 3:00 o’clock in the afternoon on the second Monday of March in each year, commencing in 1994, but if such date is a legal holiday, then on the next succeeding business day, or at such other date and time as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting, at which they shall elect, by a plurality of the votes, members of the Board of Directors, and transact such other business as may properly be brought before the meeting. If the election of the Directors is not held on the day designated herein for any annual meeting of the stockholders, or at any adjournment thereof, the president shall cause the election to be held at a special meeting of the stockholders as soon thereafter as is convenient.

     Section 1.02 Special Meetings.

          (a) Except as otherwise required by law and subject to the rights of the holders of Preferred Stock, special meetings of stockholders may be called only by the Board of Directors pursuant to a resolution approved by a majority of the entire Board of Directors, the Chairman of the Board, Chief Executive Officer, or President. Each special meeting shall be held at such date, time and place either within or without the State of Nevada as shall be designated by the Board of Directors or other person calling the meeting at least ten days prior to such meeting.

          (b) Subject to Section 1.12, no business shall be acted upon at a special meeting except as set forth in the notice calling the meeting, unless one of the conditions for the holding of a meeting without notice set forth in Section 1.05 shall be satisfied, in which case any business may be transacted and the meeting shall be valid for all purposes.

     Section 1.03 Place of Meetings. Any meeting of the stockholders of the corporation may be held at its registered office in the State of Nevada or at such other place in or out of the United States as the Board of Directors or other person calling the meeting may designate. A waiver of notice signed by stockholders entitled to vote may designate any place for the holding of such meeting. If no designation is made, the place of meeting shall be the principal executive office of the corporation in the state of Nevada.

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     Section 1.04 Notice of Meetings.

          (a) The president, a vice president, the secretary, an assistant secretary or any other individual designated by the Board of Directors shall sign and deliver written notice of any meeting at least ten (10) days, but not more than sixty (60) days, before the date of such meeting. The notice shall state the place, date and time of the meeting and the purpose or purposes for which the meeting is called.

          (b) In the case of an annual meeting, subject to Sections 1.12 and 2.04, any proper business may be presented for action, except that action on any of the following items shall be taken only if the general nature of the proposal is stated in the notice:

     (1) Action with respect to any contract or transaction between the corporation and one or more of its Directors or officers or between the corporation and any corporation, firm or association in which one or more of the corporation’s Directors or officers is a Director or officer or is financially interested;

     (2) Adoption of amendments to the Articles of Incorporation; or

               (3) Action with respect to a merger, share exchange, reorganization, partial or complete liquidation, or dissolution of the corporation.

          (c) A copy of the notice shall be personally delivered or mailed postage prepaid to each stockholder of record entitled to vote at the meeting at the address appearing on the records of the corporation, and the notice shall be deemed delivered the date the same is deposited in the United States mail for transmission to such stockholder. If the address of any stockholder does not appear upon the records of the corporation, it will be sufficient to address any notice to such stockholder at the registered office of the corporation.

          (d) The written certificate of the individual signing a notice of meeting, setting forth the substance of the notice or having a copy thereof attached, the date the notice was mailed or personally delivered to the stockholders and the addresses to which the notice was mailed, shall be prima facie evidence of the manner and fact of giving such notice.

          (e) Any stockholder may waive notice of any meeting by a signed writing, either before or after the meeting.

     Section 1.05 Meeting Without Notice.

          (a) Whenever all persons entitled to vote at any meeting consent, either by:

               (1) A writing on the records of the meeting or filed with the secretary; or

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               (2) Presence at such meeting and oral consent entered on the minutes; or

               (3) Taking part in the deliberations at such meeting without objection;

The doings of such meeting shall be as valid as if had at a meeting regularly called and noticed.

          (b) At such meeting any business may be transacted which is not excepted from the written consent or to the consideration of which no objection for want of notice is made at the time.

          (c) If any meeting be irregular for want of notice or of such consent, provided a quorum was present at such meeting, the proceedings of the meeting may be ratified and approved and rendered likewise valid and the irregularity or defect therein waived by a writing signed by all parties having the right to vote at such meeting.

          (d) Such consent or approval may be by proxy or attorney, but all such proxies and powers of attorney must be in writing.

     Section 1.06 Determination of Stockholders of Record.

          (a) For the purpose of determining the stockholders entitled to notice of and to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any distribution or the allotment of any rights, or entitled to exercise any rights in respect of any change, conversion, or exchange of stock or for the purpose of any other lawful action, the Directors may fix, in advance, a record date, which shall not be more than sixty (60) days nor less than ten (10) days before the date of such meeting, nor more than sixty (60) days prior to any other action.

          (b) If no record date is fixed, the record date for determining stockholders: (i) entitled to notice of and to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held; (ii) entitled to express consent to corporate action in writing without a meeting shall be the day on which the first written consent is expressed; and (iii) for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto. A determination of stockholders of record entitled to notice of or to vote at any meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

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     Section 1.07 Quorum; Adjourned Meetings.

          (a) Unless the Articles of Incorporation provide for a different proportion, stockholders holding at least a majority of the voting power of the corporation’s stock, represented in person or by proxy, are necessary to constitute a quorum for the transaction of business at any meeting. If, on any issue, voting by classes is required by the laws of the State of Nevada, the Articles of Incorporation or these Bylaws, at least a majority of the voting power within each such class is necessary to constitute a quorum of each such class.

          (b) If a quorum is not represented, a majority of the voting power so represented may adjourn the meeting from time to time until holders of the voting power required to constitute a quorum shall be represented. At any such adjourned meeting at which a quorum shall be represented, any business may be transacted which might have been transacted as originally called. When a stockholder’s meeting is adjourned to another time or place hereunder, notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. The stockholders present at a duly convened meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum of the voting power.

     Section 1.08 Voting.

          (a) Unless otherwise provided in the Articles of Incorporation, or in the resolution providing for the issuance of the stock adopted by the Board of Directors pursuant to authority expressly vested in it by the provisions of the Articles of Incorporation, each stockholder of record, or such stockholder’s duly authorized proxy or attorney-in-fact, shall be entitled to one (1) vote for each share of voting stock standing registered in such stockholder’s name on the record date.

          (b) Except as otherwise provided herein, all votes with respect to shares standing in the name of an individual on the record date (included pledged shares) shall be cast only by that individual or such individual’s duly authorized proxy, attorney-in-fact, or voting trustee(s) pursuant to a voting trust. With respect to shares held by a representative of the estate of a deceased stockholder, guardian, conservator, custodian or trustee, votes may be cast by such holder upon proof of capacity, even though the shares do not stand in the name of such holder. In the case of shares under the control of a receiver, the receiver may cast votes carried by such shares even though the shares do not stand in the name of the receiver; provided, that the order of the court of competent jurisdiction which appoints the receiver contains the authority to cast votes carried by such shares. If shares stand in the name of a minor, votes may be cast only by the duly appointed guardian of the estate of such minor if such guardian has provided the corporation with written proof of such appointment.

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          (c) With respect to shares standing in the name of another corporation, partnership, limited liability company or other legal entity on the record date, votes may be cast: (i) in the case of a corporation, by such individual as the bylaws of such other corporation prescribe, by such

individual as may be appointed by resolution of the Board of Directors of such other corporation or by such individual (including the officer making the authorization) authorized in writing to do so by the chairman of the Board of Directors, president or any vice-president of such corporation and (ii) in the case of a partnership, limited liability company or other legal entity, by an individual representing such stockholder upon presentation to the corporation of satisfactory evidence of his authority to do so.

          (d) Notwithstanding anything to the contrary herein contained, no votes may be cast for shares owned by this corporation or its subsidiaries, if any. If shares are held by this corporation or its subsidiaries, if any, in a fiduciary capacity, no votes shall be cast with respect thereto on any matter except to the extent that the beneficial owner thereof possesses and exercises either a right to vote or to give the corporation holding the same binding instructions on how to vote.

          (e) Any holder of shares entitled to vote on any matter may cast a portion of the votes in favor of such matter and refrain from casting the remaining votes or cast the same against the proposal, except in the case of elections of Directors. If such holder entitled to vote fails to specify the number of affirmative votes, it will be conclusively presumed that the holder is casting affirmative votes with respect to all shares held.

          (f) With respect to shares standing in the name of two or more persons, whether fiduciaries, members of a partnership, joint tenants, tenants in common, husband and wife as community property, tenants by the entirety, voting trustees, persons entitled to vote under a stockholder voting agreement or otherwise and shares held by two or more persons (including proxy holders) having the same fiduciary relationship in respect to the same shares, votes may be cast in the following manner:

(1)	If only one person votes, the vote of such person binds all.
(2)	If more than one person casts votes, the act of the majority so voting binds all.
(3)	If more than one person casts votes, but the vote is evenly split on a particular matter, the votes shall be deemed cast proportionately, as split.

          (g) If a quorum is present, unless the laws of the State of Nevada, the Articles of Incorporation or these Bylaws provide for a different proportion, the affirmative vote of holders of at least a majority of the voting power represented at the meeting and entitled to

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vote on any matter shall be the act of the stockholders, unless voting by classes is required for any action of the stockholders by the laws of the State of Nevada, the Articles of Incorporation or these Bylaws, in which case the affirmative vote of holders of a least a majority of the voting power of each such class shall be required.

          (h) If at any meeting of the stockholders a vote by written ballot shall be taken on any question, the chairman of such meeting may appoint a judge or judges to act with respect to such vote. Each judge so appointed shall first subscribe an oath faithfully to execute the duties of a judge at such meeting with strict impartiality and according to the best of his ability. Such judges shall decide upon the qualification of the voters and shall report the number of shares represented at the meeting and entitled to vote on such question, shall conduct and accept the votes, and when the voting is completed, shall ascertain and report the number of shares voted respectively for and against the question. Reports of judges shall be in writing and subscribed and delivered by them to the secretary of the corporation. The judges need not be stockholders of the corporation, and any officer of the corporation may be a judge on any question other than a vote for or against a proposal in which he shall have a material interest.

     Section 1.09 Proxies. At any meeting of stockholders, any holder of shares entitled to vote may designate, in a manner permitted by the laws of the State of Nevada, another person or persons to act as a proxy or proxies. No proxy is valid after the expiration of six (6) months from the date of its creation, unless it is coupled with an interest or unless otherwise specified in the proxy. In no event shall the term of a proxy exceed seven (7) years from the date of its creation. Every proxy shall continue in full force and effect until its expiration or revocation in a manner permitted by the laws of the State of Nevada.

     Section 1.10 Order of Business. At the annual stockholder’s meeting, the regular order of business shall be as follows:

1.	Determination of stockholders present and existence of quorum, in person or by proxy;
2.	Reading and approval of the minutes of the previous meeting or meetings;
3.	Reports of the Board of Directors, and, if any, the president, treasurer and secretary of the corporation;
4.	Reports of committees;
5.	Election of Directors;
6.	Unfinished business;

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7.	New business;
8.	Adjournment.

     Section 1.11 Absentees’ Consent to Meetings. Transactions of any meeting of the stockholders are as valid as though had at a meeting duly held after regular call and notice if a quorum is represented, either in person or by proxy, and if, either before or after the meeting, each of the persons entitled to vote, not represented in person or by proxy (and those who, although present, either object at the beginning of the meeting to the transaction of any business because the meeting has not been lawfully called or convened or expressly object at the meeting to the consideration of matters not included in the notice which are legally required to be included therein), signs a written waiver of notice and/or consent to the holding of the meeting or an approval of the minutes thereof. All such waivers, consents, and approvals shall be filed with the corporate records and made a part of the minutes of the meeting. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person objects at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened and except that attendance at a meeting is not a waiver of any right to object to the consideration of matters not properly included in the notice if such objection is expressly made at the time any such matters are presented at the meeting. Neither the business to be transacted at nor the purpose of any regular or special meeting of stockholders need be specified in any written waiver of notice or consent, except as otherwise provided in Section 1.04(a) and (b) or Section 1.12 (if applicable) of these Bylaws.

     Section 1.12 Business To Be Conducted At Meeting. Business shall be transacted at the annual meeting only if it is (i) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Board of Directors, (ii) otherwise properly brought before the meeting by or at the direction of the Board of Directors or (iii) brought before the meeting by a stockholder of record entitled to vote at such meeting who gives advance notice as hereafter provided.

     Any such stockholder may bring such business before the meeting only if written notice of such stockholder’s intent to do so is transmitted to, and received by, the Secretary of the corporation at the principal place of business of the corporation not later than 75 days prior to the anniversary of the date of the immediately preceding annual meeting which was specified in the initial formal notice of such meeting (but if the date of the forthcoming annual meeting is more than 30 days after such anniversary date, such written notice will also be timely if received by the Secretary by the later of the 75th day prior to the forthcoming meeting date and the close of business on the 30th day following the date on which the corporation makes public disclosure of the meeting date). Each notice given by such stockholder shall set forth: (i) a brief description of the business desired to be brought before the meeting and the reasons for conducting such business at the meeting; (ii) the name and address of the stockholder who intends to propose such business; (iii) a representation that

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the stockholder is a holder of record, setting forth the shares so held, and intends to appear in person or by proxy as a holder of record at the meeting to propose such business; and (iv) any material interest of the stockholder in such business.

     If the facts show that business was not properly brought before the meeting in accordance with the foregoing provisions, the chairman of the meeting shall so determine and declare to the meeting, whereupon such business shall not be transacted.

     For purposes of this Section 1.12, public disclosure of the date of a forthcoming meeting may be made by the corporation not only by giving formal notice of the meeting but also by notice to a national securities exchange or to the National Association of Securities Dealers, Inc. Automated Quotation System (“NASDAQ”) (if the corporation’s common stock is then listed on such exchange or quoted on NASDAQ), by filing a report under Section 13 or 15(d) of the Securities Exchange Act of 1934 (if the corporation is then subject thereto), by a mailing to stockholders or by a general press release.

ARTICLE II
DIRECTORS

     Section 2.01 Number. Tenure, and Qualifications. Except as otherwise fixed by resolution of the Board of Directors pursuant to the articles of incorporation relating to the authorization of the Board of Directors to provide by resolution for the issuance of Preferred Stock and to determine the rights of the holders of such Preferred Stock to elect Directors, the authorized number of Directors which shall constitute the whole board shall be not less than three (3) nor more than fifteen (15) subject to the foregoing limitations, the exact authorized number of the Directors shall be fixed (and increased or decreased) from time to time by resolution of the Board of Directors. A Director need not be a stockholder of the corporation.

     Section 2.02 Classification and Elections. Commencing with the annual meeting of stockholders in 1994, the Directors shall be classified, with respect to the time for which they severally hold office, into three classes, as nearly equal in number as possible as the then total number of Directors constituting the entire board permits, pursuant to the provisions of the corporation’s Articles of Incorporation and Section 2.01 hereof. The respective classes of Directors shall be elected to terms of one, two and three years. At each subsequent annual meeting of stockholders the successors to the class of Directors whose term expires at that meeting shall be elected, by a plurality of the votes cast, to hold office for a term expiring at the annual meeting of stockholders held in the third year following the year of their election and until their successors have been duly elected and qualified. Any Director may resign at any time upon notice to the corporation. Directors need not be stockholders.

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     Section 2.03 Nomination of Directors.

     1. Except as otherwise fixed by resolution of the Board of Directors pursuant to the Articles of Incorporation relating to the authorization of the Board of Directors to provide by resolution for the issuance of Preferred Stock and to determine the rights of the holders of such Preferred Stock to elect Directors, nominations for the election of Directors may be made by the Board of Directors, by a committee appointed by the Board of Directors, or by any stockholder of record at the time of giving of notice provided for herein. However, any stockholder entitled to vote in the election of Directors as provided herein may nominate one or more persons for election as Directors at a meeting only if written notice of such stockholder’s intent to make such nomination or nominations has been delivered to or mailed and received by the secretary of the corporation not later than, (a) with respect to an election to be held at an annual meeting of stockholders, seventy five (75) days prior to the anniversary date of the immediately preceding annual meeting, provided, however, that in the event that the date of the annual meeting is changed by more than 30 days from such anniversary date, notice by the stockholder to be timely must be received not later than the close of business on the 10th day following the earlier of the day on which notice of the date of the meeting was mailed or public disclosure was made, and (b) with respect to an election to be held at a special meeting of stockholders for the election of Directors, the close of business on the tenth (10th) day following the date on which notice of such meeting is first given to the stockholders. Each such notice shall set forth: (a) the name and address of the stockholder who intends to make the nomination and of the person or persons to be nominated; (b) a representation that the stockholder is a holder of record of stock of the corporation entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to nominate the person or persons specified in the notice; (c) the class and number of shares of the corporation which are beneficially owned by such stockholder and also which are owned of record by such stockholder; (d) as to the beneficial owner, if any, on whose behalf the nomination is made, (i) the name and address of such person and (ii) the class and number of shares of the corporation which are beneficially owned by such person; (e) a description of all arrangements or understandings between the stockholder and each nominee and any other person or persons (naming such person or persons) pursuant to which the nomination or nominations are to be made by the stockholder; (f) such other information regarding each nominee proposed by such stockholder as would be required to be included in a proxy statement filed pursuant to the proxy rules of the Securities and Exchange Commission, had such nominee been nominated, or intended to be nominated, by the Board of Directors; and (g) the written consent of each nominee to serve as a Director of the corporation if so elected. At the request of the Board of Directors, any person nominated by the Board of Directors for election as a Director shall furnish to the secretary of the corporation, that information required to be set forth in a stockholder’s notice of nomination which pertains to the nominee. The presiding officer of the meeting may refuse to acknowledge the nomination of any person not made in compliance with the foregoing procedure. Public disclosure of the date of a forthcoming meeting may be made by the corporation in the same fashion prescribed in Section 1.12.

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     2. No person shall be eligible to serve as a Director of the corporation unless nominated in accordance with the procedures set forth in this Section 2.04. The presiding officer at the meeting shall, if the facts warrant, determine and declare to the meeting that a nomination was not made in accordance with the procedures prescribed by this Section 2.04, and if he should so determine, he shall so declare to the meeting and the defective nomination shall be disregarded.

     Notwithstanding the foregoing provisions hereof, a stockholder shall also comply with all applicable requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder with respect to the matters set forth herein.

     Section 2.04 Vacancies; Newly Created Directorships. Except as otherwise fixed by resolution of the Board of Directors pursuant to the Articles of Incorporation relating to the authorization of the Board of Directors to provide by resolution for the issuance of Preferred Stock and to determine the rights of the holders of such Preferred Stock to elect Directors, any vacancies on the Board of Directors resulting from death, resignation, retirement, disqualification, removal from office, or other cause, and newly created Directorships resulting from any increase in the authorized number of Directors, .may be filled only by a majority vote of the Directors then in office, though less than a quorum, or by a sole remaining Director, and the Director(s) so chosen shall hold office for a term expiring at the next annual meeting of stockholders at which the term of the class to which they have been elected expires, unless sooner displaced. No decrease in the number of Directors constituting the Board of Directors shall shorten the term of any incumbent Directors.

     Section 2.05 Removal of Directors. Subject to any rights of the holders of Preferred Stock, any Director may be removed from office by the affirmative vote of the holders of at least two- thirds (2/3rds) of the voting power of all shares of the corporation entitled to vote generally in the election of Directors (voting as a single class).

     Section 2.06 Annual and Regular Meetings. Immediately following the adjournment of, and at the same place as, the annual or any special meeting of the stockholders at which Directors are elected other than pursuant to Section 2.05 of this Article, the Board of Directors, including Directors newly elected, shall hold its annual meeting without notice, other than this provision, to elect officers and to transact such further business as may be necessary or appropriate. The Board of Directors may provide by resolution the place, date, and hour for holding regular meetings between annual meetings.

     Section 2.07 Special Meetings. Except as otherwise required by law, and subject to the rights, if any, of the holders of Preferred Stock, special meetings of the Board of Directors may be called by the chairman, or if there be no chairman, by the president or secretary and shall be called by the chairman, the president or the secretary upon the request of any two (2) Directors. If the chairman, or if there be no chairman both the president and secretary, refuses or neglects to call such special meeting, a special meeting may be called by notice signed by any two (2) Directors.

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     Section 2.08 Place of Meetings. Any regular or special meeting of the Directors of the corporation may be held at such place as the Board of Directors may designate (or in the absence of such designation, as the notice calling such meeting may designate). A waiver of notice signed by Directors may designate any place for the holding of such meeting.

     Section 2.09 Notice of Meetings. Except as otherwise provided in Section 2.07, there shall be delivered to all Directors, at least forty-eight (48) before the time of such meeting, a copy of a written notice of any meeting by delivery of such notice personally by mailing such notice postage prepaid, by telegram, or by facsimile transmission. Such notice shall be addressed in the manner provided for notice to stockholders in Section 1.04(c). If mailed, the notice shall be deemed delivered on the date the same is deposited in the United States mail, postage prepaid. Any Director may waive notice of any meeting, and the attendance of a Director at a meeting and oral consent entered on the minutes of the meeting or taking part in deliberations of the meeting without objection shall constitute a waiver of notice of such meeting. Attendance for the express purpose of objecting to the transaction of business thereat because the meeting is not properly called or convened shall not constitute presence nor a waiver of notice for purposes hereof. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting.

     Section 2.10 Quorum; Adjourned Meetings.

          (a) A majority of the Directors in office, at a meeting duly assembled, is necessary to constitute a quorum for the transaction of business.

          (b) At any meeting of the Board of Directors where a quorum is not present, a majority of those present may adjourn, from time to time, until a quorum is present, and no notice of such adjournment shall be required. At any adjourned meeting where a quorum is present, any business may be transacted which could have been transacted at the meeting originally called.

     Section 2.11 Board of Directors’ Decisions. The affirmative vote of a majority of the Directors present at a meeting at which a quorum is present is the act of the Board of Directors. Voting by proxy shall not be permitted.

     Section 2.12 Telephonic Meetings. Members of the Board of Directors or of any committee designated by the Board of Directors may participate in a meeting of the Board of Directors or committee by means of a telephone conference or similar method of communication by which all persons participating in such meeting can hear each other. Participation in a meeting pursuant to this Section 2.13 constitutes presence in person at the meeting.

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     Section 2.13 Action Without Meeting. Any action required or permitted to be taken at a meeting of the Board of Directors or of a committee thereof may be taken without a meeting if, before or after the action, a written consent thereto is signed by all of the members of the Board of Directors or the committee. The written consent may be signed in counterparts and must be filed with the minutes of the proceedings of the Board of Directors or committee.

     Section 2.14 Powers and Duties.

          (a) Except as otherwise restricted in the laws of the State of Nevada or the Articles of Incorporation, the Board of Directors has full control over the affairs of the corporation. The Board of Directors may delegate any of its authority to manage, control or conduct the business of the corporation to any standing or special committee, as more fully set forth in Subsection (d) below, or to any officer or agent and to appoint any persons to be agents of the corporation with such powers, including the power to subdelegate, and upon such terms as may be deemed fit.

          (b) The Board of Directors may present to the stockholders at annual meetings of the stockholders, and when called for by a majority vote of the stockholders at an annual meeting or, subject to Section 1.12, a special meeting of the stockholders shall so present, a full and clear report of the condition of the corporation.

          (c) The Board of Directors, in its discretion, or the officer of the corporation presiding at a meeting of stockholders, in his discretion, may require that any votes cast at such meeting shall be cast by written ballot, may submit any contract or act for approval or ratification at any annual meeting of the stockholders or any special meeting properly called for the purpose of considering any such contract or act, provided a quorum is present.

          (d) The Board of Directors may, by resolution passed by a majority of the whole board, designate one or more committees, each committee to consist of one or more of the Directors of the corporation. The board may designate one or more Directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Subject to applicable law and to the extent provided in the resolution of the Board of Directors, any such committee shall have and may exercise all the powers of the Board of Directors in the management of the business and affairs of the corporation. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the Board of Directors. The committees shall keep regular minutes of their proceedings and report the same to the board when required.

     Section 2.15 Compensation. The Directors shall be paid their expenses of attendance at each meeting of the Board of Directors and any applicable committee and may be paid a fixed fee for attendance at each meeting of the Board of Directors and any applicable committee or a stated salary as Director and member of an applicable committee. Directors may also be

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provided stock-based compensations or incentives from time to time as determined by the Board of Directors and approved by the stockholders. No such payment shall preclude any Director from serving the corporation in any other capacity and receiving compensation therefor.

     Section 2.16 Board of Directors’ Officers.

          (a) At its annual meeting, the Board of Directors shall elect, from among its members, a chairman who may serve as the chief executive officer of the corporation, and who shall preside at meetings of the Board of Directors and may preside at meetings of the stockholders. The Board of Directors may also elect such other officers of the Board of Directors and for such term as it may, from time to time, determine advisable.

          (b) Any vacancy in any office of the Board of Directors because of death, resignation, removal or otherwise may be filled by the Board of Directors for the unexpired portion of the term of such office.

     Section 2.17 Order of Business. The order of business at any meeting of the Board of Directors shall be as follows:

1.	Determination of members present and existence of quorum;
2.	Reading and approval of the minutes of any previous meeting or meetings;
3.	Reports of officers and committeemen;
4.	Election of officers (annual meeting);
5.	Unfinished business;
6.	New business;
7.	Adjournment.

     Section 2.18 Presumption of Assent. A Director of the corporation who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his or her dissent or abstention shall be entered in the minutes of the meeting or unless he or she shall file his or her written dissent or abstention to such action with the person acting as the secretary of the meeting before the adjournment thereof or shall forward such dissent or abstention by registered mail to the secretary of the corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a Director who voted in favor of such action.

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ARTICLE III

     Section 3.01 Election. The Board of Directors, at its annual meeting, shall elect a president, a secretary and a treasurer to hold office for a term of one (1) year or until their successors are chosen and qualify. Any individual may hold two or more offices. The Board of Directors may, from time to time, by resolution, elect one or more vice-presidents, assistant secretaries, assistant treasurers or other officers, and appoint agents of the corporation, prescribe their duties and fix their compensation.

     Section 3.02 Removal; Resignation. Any officer or agent elected or appointed by the Board of Directors may be removed by it with or without cause. Any officer may resign at any time upon written notice to the corporation. Any such removal or resignation shall be subject to the rights, if any, of the respective parties under any contract between the corporation and such officer or agent.

     Section 3.03 Vacancies. Any vacancy in any office because of death, resignation, removal or otherwise may be filled by the Board of Directors for the unexpired portion of the term of such office.

     Section 3.04 President.

          (a) Unless otherwise provided by resolutions of the Board of Directors, the president shall be the chief executive or operations officer of the corporation, subject to the supervision and control of the Board of Directors, and shall direct the corporate affairs, with full power to execute all resolutions and orders of the Board of Directors not expressly delegated to some other officer or agent of the corporation. If the Chairman of the Board of Directors elects not to preside or is absent, the president shall preside at meetings of the stockholders and Board of Directors and perform such other duties as shall be prescribed by the Board of Directors.

          (b) The president shall have full power and authority on behalf of the corporation to attend and to act and to vote, or designate such other officer or agent of the corporation to attend and to act and to vote, at any meetings of the stockholders of any corporation in which the corporation may hold stock and, at any such meetings, shall possess and may exercise any and all rights and powers incident to the ownership of such stock. The Board of Directors, by resolution from time to time, may confer like powers on any person or persons in place of the president to exercise such powers for these purposes.

     Section 3.05 Vice-Presidents. The Board of Directors may elect one or more vice-presidents who shall be vested with all the powers and perform all the duties of the president whenever the president is absent or unable to act and such other duties as shall be prescribed by the Board of Directors or the president.

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     Section 3.06 Secretary. The secretary shall keep, or cause to be kept, the minutes of proceedings of the stockholders and the Board of Directors in books provided for that purpose. The secretary shall attend to the giving and service of all notices of the corporation, may sign with the president in the name of the corporation all contracts in which the corporation is authorized to enter, shall have the custody or designate control of the corporate seal, shall affix the corporate seal to all certificates of stock duly issued by the corporation, shall have charge or designate control of stock certificate books, transfer books and stock ledgers, and such other books and papers as the Board of Directors or appropriate committee may direct, and shall, in general, perform all duties incident to the office of the secretary.

     Section 3.07 Assistant Secretaries. The Board of Directors may appoint one or more assistant secretaries who shall have such powers and perform such duties as may be prescribed by the Board of Directors or the secretary.

     Section 3.08 Treasurer. The treasurer shall be the chief financial officer of the corporation, subject to the supervision and control of the Board of Directors, and shall have custody of all the funds and securities of the corporation. When necessary or proper, the treasurer shall endorse on behalf of the corporation for collection checks, notes, and other obligations, and shall deposit all monies to the credit of the corporation in such bank or banks or other depository as the Board of Directors may designate, and shall sign all receipts and vouchers for payments made by the corporation. Unless otherwise specified by the Board of Directors, the treasurer may sign with the president all bills of exchange and promissory notes of the corporation, shall also have the care and custody of the stocks, bonds, certificates, vouchers, evidence of debts, securities, and such other property belonging to the corporation as the Board of Directors shall designate, and shall sign all papers required by law, by these Bylaws, or by the Board of Directors to be signed by the treasurer. The treasurer shall enter, or cause to be entered, regularly in the financial records of the corporation, to be kept for that purpose, full and accurate accounts of all monies received and paid on account of the corporation and, whenever required by the Board of Directors, the treasurer shall render a statement of any or all accounts. The treasurer shall at all reasonable times exhibit the books of account to any Director of the corporation and shall perform all acts incident to the position of treasurer subject to the control of the Board of Directors.

     The treasurer shall, if required by the Board of Directors, give bond to the corporation in such sum and with such security as shall be approved by the Board of Directors for the faithful performance of all the duties of treasurer and for restoration to the corporation, in the event of the treasurer’s death, resignation, retirement or removal from office, of all books, records, papers, vouchers, money and other property in the treasurer’s custody or control and belonging to the corporation. The expense of such bond shall be borne by the corporation.

     Section 3.09 Assistant Treasurers. The Board of Directors may appoint one or more assistant treasurers who shall have such powers and perform such duties as may be prescribed by the Board of Directors or the treasurer. The Board of Directors may require an assistant treasurer to give a bond to the corporation in such sum and with such security as it may approve, for the faithful

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performance of the duties of assistant treasurer, and for restoration to the corporation, in the event of the assistant treasurer’s death, resignation, retirement or removal from office, of all books, records, papers, vouchers, money and other property in the assistant treasurer’s custody or control and belonging to the corporation. The expense of such bond shall be borne by the corporation.

ARTICLE IV
CAPITAL STOCK

     Section 4.01 Issuance. Shares of the corporation’s authorized stock shall, subject to any provisions or limitations of the laws of the State of Nevada, the Articles of Incorporation or any contracts or agreements to which the corporation may be a party, be issued in such manner, at such times, upon such conditions and for such consideration, as shall be prescribed by the Board of Directors.

     Section 4.02 Certificates. Ownership in the corporation shall be evidenced by certificates for shares of stock in such form as shall be prescribed by the Board of Directors and shall be manually signed by the president or a vice-president and also by the secretary or an assistant secretary; provided, however, whenever any certificate is countersigned or otherwise authenticated by a transfer agent or transfer clerk, and by a registrar, then a facsimile of the signatures of said officers may be printed or lithographed upon the certificate in lieu of the actual signatures. If the corporation uses facsimile signatures of its officers on its stock certificates, it shall not act as registrar of its own stock, but its transfer agent and registrar may be identical if the institution acting in those dual capacities countersigns any stock certificates in both capacities. Each certificate shall contain the name of the record holder, the number, designation, if any, class or series of shares represented, a statement or summary of any applicable rights, preferences, privileges or restrictions thereon, and a statement, if applicable, that the shares are assessable. All certificates shall be consecutively numbered. If provided by the stockholder, the name, address and federal tax identification number of the stockholder, the number of shares, and the date of issue shall be entered in the stock transfer records of the corporation.

     Section 4.03 Surrendered; Lost or Destroyed Certificates. All certificates surrendered to the corporation, except those representing shares of treasury stock, shall be canceled and no new certificate shall be issued until the former certificate for a like number of shares shall have been canceled, except that in case of a lost, stolen, destroyed or mutilated certificate, a new one may be issued therefor. However, any stockholder applying for the issuance of a stock certificate in lieu of one alleged to have been lost, stolen, destroyed or mutilated shall, prior to the issuance of a replacement, provide the corporation with his, her or its affidavit of the facts surrounding the loss, theft, destruction or mutilation and, if required by the Board of Directors, an indemnity bond in an amount not less than twice the current market value of the stock, and upon such terms as the treasurer or the Board of Directors shall require which shall indemnify the corporation against any loss, damage, cost or inconvenience arising as a consequence of the issuance of a replacement certificate.

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     Section 4.04 Replacement Certificate. When the Articles of Incorporation are amended in any way affecting the statements contained in the certificates for outstanding shares of capital stock of the corporation or it becomes desirable for any reason, in the discretion of the Board of Directors, including, without limitation, the merger of the corporation with another corporation or the reorganization of the corporation, to cancel any outstanding certificate for shares and issue a new certificate therefor conforming to the rights of the holder, the Board of Directors may order any holders of outstanding certificates for shares to surrender and exchange the same for new certificates within a reasonable time to be fixed by the Board of Directors. The order may provide that a holder of any certificate(s) ordered to be surrendered shall not be entitled to vote, receive distributions or exercise any other rights of stockholders of record until the holder has complied with the order, but the order operates to suspend such rights only after notice and until compliance.

     Section 4.05 Transfer of Shares. No transfer of stock shall be valid as against the corporation except on surrender and cancellation of the certificates therefor accompanied by an assignment or transfer by the registered owner made either in person or under assignment. Whenever any transfer shall be expressly made for collateral security and not absolutely, the collateral nature of the transfer shall be reflected in the entry of transfer in the records of the corporation.

     Section 4.06 Transfer Agent; Registrars. The Board of Directors may appoint one or more transfer agents, transfer clerk and registrars of transfer and may require all certificates for shares of stock to bear the signature of such transfer agent, transfer clerk and/or registrar of transfer.

     Section 4.07 Stock Transfer Records. The stock transfer records shall be closed for a period of at least ten (10) days prior to all meetings of the stockholders and shall be closed for the payment of distributions as provided in Article V hereof and during such periods as, from time to time, may be fixed by the Board of Directors, and, during such periods, no stock shall be transferable for purposes of Article V and no voting rights shall be deemed transferred during such periods. Subject to the forgoing limitations, nothing contained herein shall cause transfers during such periods to be void or voidable.

     Section 4.08 Miscellaneous. The Board of Directors shall have the power and authority to make such rules and regulations not inconsistent herewith as it may deem expedient concerning the issue, transfer, and registration of certificates for shares of the corporation’s stock.

ARTICLE V
DISTRIBUTIONS

     Section 5.01 Distributions may be declared, subject to the provisions of the laws of the State of Nevada and the Articles of Incorporation, by the Board of Directors at any regular or special meeting and may be paid in cash, property, shares of corporate stock, or any other

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medium. The Board of Directors may fix in advance a record date, as provided in Section 1.06, prior to the distribution for the purpose of determining stockholders entitled to receive any distribution. The Board of Directors may close the stock transfer books for such purpose for a period of not more than ten (10) days prior to the date of such distribution.

ARTICLE VI
RECORDS; REPORTS; SEAL; AND FINANCIAL MATTERS

     Section 6.01 Records. All original records of the corporation, shall be kept by or under the direction of the secretary or at such places as may be prescribed by the Board of Directors.

     Section 6.02 Directors’ and Officers’ Right of Inspection. Every director and officer shall have the absolute right at any reasonable time for a purpose reasonably related to the exercise of such individual’s duties to inspect and copy all of the corporation’s books, records, and documents of every kind and to inspect the physical properties of the corporation and/or its subsidiary corporations. Such inspection may be made in person or by agent or attorney.

     Section 6.03 Corporate Seal. The Board of Directors may, by resolution, authorize a seal, and the seal may be used by causing it, or a facsimile, to be impressed or affixed or reproduced or otherwise. Except when otherwise specifically provided herein, any officer of the corporation shall have the authority to affix the seal to any document requiring it.

     Section 6.04 Fiscal Year-End. The fiscal year-end of the corporation shall be such date as may be fixed from time to time by resolution of the Board of Directors.

     Section 6.05 Reserves. The Board of Directors may create, by resolution, such reserves as the Directors may, from time to time, in their discretion, think proper to provide for contingencies, or to equalize distributions or to repair or maintain any property of the corporation, or for such other purpose as the Board of Directors may deem beneficial to the corporation, and the Directors may modify or abolish any such reserves in the manner in which they were created.

ARTICLE VII
INDEMNIFICATION

     Section 7.01 Indemnification and Insurance.

               (a) Indemnification of Directors and Officers.

               (i) For purposes of this Article, (A) “Indemnitee” shall mean each Director or officer who was or is a party to, or is threatened to be made a party to, or is otherwise involved in, any Proceeding (as hereinafter defined), by reason of the fact that he or she is or was a Director or officer of the corporation or is or was serving in any capacity at the request

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of the corporation as a Director, officer, employee, agent, partner, or fiduciary of, or in any other capacity for, another corporation or any partnership, joint venture, trust, or other enterprise; and (B) “Proceeding” shall mean any threatened, pending, or completed action, or suit (including without limitation an action, suit or proceeding by or in the right of the corporation), whether civil, criminal, administrative, or investigative.

               (ii) Each Indemnitee shall be indemnified and held harmless by the corporation for all actions taken by him or her and for all omissions (regardless of the date of any such action or omission), to the fullest extent permitted by Nevada law, against all expense, liability and loss (including without limitation attorneys’ fees, judgments, fines, taxes, penalties, and amounts paid or to be paid in settlement) reasonably incurred or suffered by the Indemnitee in connection with any Proceeding.

               (iii) Indemnification pursuant to this Section shall continue as to an Indemnitee who has ceased to be a Director or officer and shall inure to the benefit of his or her heirs, executors and administrators.

               (iv) Expenses of officers and Directors incurred in defending a Proceeding must be paid by the corporation as they are incurred and in advance of the final disposition of the action, suit or proceeding, upon receipt of an undertaking by or on behalf of the Director or officer to repay the amount if it is ultimately determined by a court of competent jurisdiction that he is not entitled to be indemnified by the corporation. Notwithstanding the foregoing, the provisions of this subsection do not affect any rights to advancement of expenses to which corporate personnel other than Directors or officers may be entitled under any contract or otherwise by law.

               (b) Indemnification of Employees and Other Persons.

               The corporation may, by action of its Board of Directors and to the extent provided in such action, indemnify employees and other persons as though they were Indemnitees.

               (c) Non-Exclusivity of Rights.

               The rights to indemnification provided in this Article shall not be exclusive of any other rights that any person may have or hereafter acquire under any statute, provision of the corporation’s Articles of Incorporation or Bylaws, agreement, vote of stockholders or Directors, or otherwise.

               (d) Insurance.

               The corporation may purchase and maintain insurance or make other financial arrangements on behalf of any person who is or was a Director, officer, employee, or agent of the corporation, or is or was serving at the request of the corporation as a Director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise for any liability asserted against him or her and liability and expenses incurred by him or her in his or her capacity as a Director, officer, employee or agent, or arising out of his or her status

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as such, whether or not the corporation has the authority to indemnify him or her against such liability and expenses.

               (e) Other Financial Arrangements.

               The other financial arrangements which may be made by the corporation may include the following (i) the creation of a trust fund; (ii) the establishment of a program of self-insurance; (iii) the securing of its obligation of indemnification by granting a security interest or other lien on any assets of the corporation; (iv) the establishment of a letter of credit, guarantee or surety. No financial arrangement made pursuant to this subsection may provide protection for a person adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom, to be liable for intentional misconduct, fraud, or a knowing violation of law, except with respect to advancement of expenses or indemnification ordered by a court.

               (f) Other Matters Relating to Insurance or Financial Arrangements.

               Any insurance or other financial arrangement made on behalf of a person pursuant to this section may be provided by the corporation or any other person approved by the Board of Directors, even if all or part of the other person’s stock or other securities is owned by the corporation. In the absence of fraud:

               (i) the decision of the Board of Directors as to the propriety of the terms and conditions of any insurance or other financial arrangement made pursuant to this section and the choice of the person to provide the insurance or other financial arrangement is conclusive; and

               (ii) the insurance or other financial arrangement:

               (A) is not void or voidable; and

               (B) does not subject any Director approving it to personal liability for his action, even if a Director approving the insurance or other financial arrangement is a beneficiary of the insurance or other financial arrangement.

     Section 7.02 Amendment. The provisions of this Article relating to indemnification, shall constitute a contract between the corporation and each of its Directors and officers which may be modified as to any Director or officer only with that person’s consent or as specifically provided in this Section. Notwithstanding any other provision of these Bylaws relating to their amendment generally, any repeal or amendment of this Article which is adverse to any Director or officer shall apply to such Director or officer only on a prospective basis, and shall not limit the rights of an Indemnitee to indemnification with respect to any action or failure to act occurring prior to the time of such repeal or amendment. Notwithstanding any other provision of these Bylaws, no repeal or amendment of these Bylaws shall affect any or all of this Article so as to limit or reduce the indemnification in any manner unless adopted by (a) the unanimous vote of the Directors of the corporation then serving, or (b) by the stockholders as set forth in Article VIII hereof; provided that no such amendment shall have retroactive effect inconsistent with the preceding sentence.

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     Section 7.03 Changes in Nevada Law. References in this Article to Nevada law or to any provision thereof shall be to such law as it existed on the date this Article was adopted or as such law thereafter may be changed; provided that (a) in the case of any change which expands the liability of Directors or officers or limits the indemnification rights or the rights to advancement of expenses which the corporation may provide, the rights to limited liability, to indemnification and to the advancement of expenses provided in the corporation’s Articles of Incorporation and/or these Bylaws shall continue as theretofore to the extent permitted by law; and (b) if such change permits the corporation, without the requirement of any further action by stockholders or Directors, to limit further the liability of Directors (or limit the liability of officers) or to provide broader indemnification rights or rights to the advancement of expenses than the corporation was permitted to provide prior to such change, then liability thereupon shall be so limited and the rights to indemnification and the advancement of expenses shall be so broadened to the extent permitted by law.

ARTICLE VIII
AMENDMENT OR REPEAL

     Section 8.01 Amendment of Bylaws. These Bylaws may only be amended, altered, or repealed at a meeting of the stockholders at which a quorum is present (if notice of such proposed change be contained in the notice of such meeting) by the affirmative vote of at least eighty percent (80%) of the combined voting power of all the then outstanding shares of capital stock entitled to vote generally in the election of Directors, voting together as a single class.

     Section 8.02 Additional Bylaws. Additional bylaws not inconsistent herewith may be adopted by the Board of Directors. Any bylaws so adopted shall be subject to alteration, amendment or repeal by the stockholders in accordance with Section 8.1 of these Bylaws.

ARTICLE IX
FOREIGN OWNERSHIP OF COMMON STOCK

     At any time that the corporation is subject to the Merchant Marine Act of 1936, this Article IX shall apply.

     Section 9.01 Definitions. For purposes of this Article IX, the following terms shall have the meanings specified below.

     A Person shall be deemed to be the “beneficial owner” of, or to “beneficially own” shares of common stock to the extent that such Person would be deemed to be the beneficial owner thereof pursuant to Rule 13d-3 promulgated by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as such rule may be amended from time to time.

     “Citizen” shall mean “citizen of the United States” as such terms are used in the Shipping Act of 1916, as amended from time to time, including Section 2 thereof, 46 U.S.C. Section 802, and the Merchant Marine Act of 1936, as amended from time to time.

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     “Non-Citizens” shall mean any Person other than a Citizen.

     “Permitted percentage” shall mean 24.9% of the shares of common stock from time to time issued and outstanding.

     “Person” shall mean an individual, partnership, corporation, trust or other entity.

     Section 9.02 General. It is the policy of the corporation that Non-Citizens should beneficially own, individually or in the aggregate, no more than the Permitted Percentage of the common stock. If at any time Non-Citizens, individually or on the aggregate, become the beneficial owners of more than the Permitted Percentage of the common stock, then the corporation shall have the power to take the actions prescribed in Sections 9.03, 9.04, 9.05 and 9.06 of this Article IX. The provisions of this Article IX are intended to assure that the corporation remains in continuous compliance with the citizenship requirements of the Merchant Marine Act of 1936, as amended, the Shipping Act of 1916, as amended (collectively, the “Maritime Laws”) and the regulations promulgated thereunder. Any amendments to the Maritime Laws of the regulations relating to the citizenship of vessel owners are deemed to be incorporated herein by reference.

     To the extent necessary to enable the corporation to submit any proof of citizenship required by law or by contract with the United States government (or any agency thereof), the corporation may require the record holders and the beneficial owners of common stock to confirm their citizenship status from time to time, and dividends payable with respect to stock held by such record holder or owned by such beneficial owner may, in the discretion of the Board of Directors, be withheld until confirmation of such citizenship status is received; and the stock transfer records of the corporation shall be maintained in such manner as to enable the percentage of common stock that is beneficially owned by Non-Citizens and by Citizens to be confirmed. The Board of Directors is authorized to take such other ministerial actions or make such interpretations as it may deem necessary or advisable in order to implement the policy set forth in this Section 9.02.

     Section 9.03 Restriction of Transfer. Any transfer, or attempted transfer, of any shares of common stock, the effect of which would be to cause one or more Non-Citizens to beneficially own common stock in excess of the Permitted Percentage, shall be ineffective as against the corporation, and neither the corporation nor its transfer agent shall register such transfer or purported transfer on the stock transfer records of the corporation and neither the corporation nor its transfer agent shall be required to recognize the transferee or purported transferee thereof as a stockholder of the corporation for any purpose whatsoever except to the extent necessary to effect any remedy available to the corporation under this Article IX. A citizenship certificate may be required from all transferees (and from any recipient upon original issuance) of common stock of the corporation and, if such transferee (or recipient) is acting as a fiduciary or nominee for a beneficial owner, such beneficial owner, and registration of transfer (or original issuance) shall be denied upon refusal to furnish such certificate.

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     Section 9.04 No Voting Rights; Temporary Withholding of Dividends and Other Distributions. If on any date (including any record date) the number of shares of common stock that is beneficially owned by Non-Citizens is in excess of the Permitted Percentage (such shares herein referred to as the “Excess Shares”), the corporation shall determine those shares beneficially owned by Non-Citizens that constitute such Excess Shares. The determination of those shares that constitute Excess Shares shall be made by reference to the date or dates such shares were acquired by Non-Citizens, starting with the most recent acquisition of shares of common stock by a Non-Citizen and including, in reverse chronological order of acquisition, all other acquisitions of shares of common stock by Non-Citizens from and after the acquisition of those shares of common stock by a Non-Citizen that first caused the Permitted Percentage to be exceeded. The determination of the corporation as to those shares that constitute the Excess Shares shall be conclusive. Shares deemed to constitute such Excess Shares shall (so long as such excess exists) not be accorded any voting rights and shall not be deemed to be outstanding for purposes of determining the vote required on any matter properly brought before the stockholders of the corporation for a vote thereon. The corporation shall (so long as such excess exists) withhold the payment of dividends and the sharing in any other distribution (upon liquidation or otherwise) in respect of the Excess Shares. At such time as the Permitted Percentage is no longer exceeded, full voting rights shall be restored to any shares previously deemed to be Excess Shares and any dividend or distribution with respect thereto that has been withheld shall be due and paid solely to the record holders of such shares at the time the Permitted Percentage is no longer exceeded.

     Section 9.05 Redemption of Excess Shares. Notwithstanding any other provision of these Bylaws, but subject to the provisions of any resolution of the Board of Directors creating any series of preferred stock or any other class of stock which has a preference over common stock with regard to dividends or upon liquidation, the Excess Shares shall be subject to redemption at any time by the corporation by action of the Board of Directors. The terms and conditions of such redemption shall be as follows:

          (a) The redemption price of the shares to be redeemed pursuant to this Article IX shall be equal to the Fair Market Value of such shares or such other redemption price as required by pertinent state or federal law pursuant to which the redemption is required;

          (b) The redemption price of such shares may be paid in cash, Redemption Securities or any combination thereof;

          (c) If less than all the Excess Shares are to be redeemed, the shares to be redeemed shall be selected in such manner as set forth in Section 9.04 of this Article IX or as otherwise determined by the Board of Directors;

          (d) At least thirty (30) days’ written notice of the Redemption Date shall be given to the record holders of the Excess Shares selected to be redeemed (unless waived in writing by any such holder) provided that the Redemption Date may be the date on which written notice shall be given to record holders if the cash or Redemption Securities necessary to effect the redemption shall have been deposited in trust for the benefit of such record holders and subject to immediate withdrawal by them upon surrender of the stock certificates for the Excess Shares to be redeemed;

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          (e) From and after the Redemption Date or such earlier date as mandated by pertinent state or federal law, any and all rights of whatever nature, which may be held by the record holder of Excess Shares selected for redemption (including without limitation any rights to vote or participate in dividends declared on stock of the same class or series as such shares), shall cease and terminate and they shall thenceforth be entitled only to receive the cash or Redemption Securities payable upon redemption; and

          (f) Such other terms and conditions as the Board of Directors shall determine.

          (g) Capitalized terms used in this Section 9.05 of Article IX shall have the meanings provided below:

     “Fair Market Value” of a share of Capital Stock shall mean the average Closing Price for such a share for each of the twenty (20) most recent days during which shares of stock of such class or series shall have been traded preceding the day on which notice of redemption shall have been given pursuant to Paragraph (d) of Section 9.05 of Article IX; provided, however, that if shares of stock of such class or series are not traded on any securities exchange or in the over-the-counter market, “Fair Market Value” shall be determined by the Board of Directors in good faith; and provided, further, however, that “Fair Market Value” as to any stockholder who purchases any stock subject to redemption within one hundred twenty (120) days prior to a Redemption Date shall not (unless otherwise determined by the Board of Directors) exceed the purchase price paid for such shares. “Closing Price” on any day means the reported closing sales price or, in case no such sales takes place, the average of the reported closing bid and asked price on the principal United States securities exchange registered under the Securities Exchange Act of 1934 on which such stock is listed, or, if such stock is not listed on any such exchange, the highest closing sales price or average bid and asked quotations for such stock on the principal quotation system then in use, or, if no such prices or quotations are available, the fair market value on the day in questions as determined by the Board of Directors in good faith.

     “Redemption Date” shall mean the date fixed by the Board of Directors for the redemption of any shares of the corporation pursuant to this Section 9.05.

     “Redemption Securities” shall mean any debt or equity securities of the corporation, any subsidiary or any other corporation, or any combination thereof, having such terms and conditions as shall be approved by the Board of Directors and which, together with any cash to be paid as part of the redemption price, in the opinion of any nationally recognized investment banking firm selected by the Board of Directors (which may be a firm which provides other investment banking, brokerage or other services to the corporation), has a value, at the time notice of redemption is given pursuant to Paragraph (d) of Section 9.05 of Article IX, at least equal to the Fair Market Value of the shares to be redeemed pursuant to Article IX (assuming, in the case of Redemption Securities to be publicly traded, such Redemption Securities were fully distributed and subject only to normal trading activity).

24

     Section 9.06 Determination of Citizenship. In determining the citizenship of the beneficial owners or their transferees of common stock, the corporation may rely on the stock transfer records of the corporation and the citizenship certificates given by beneficial owners or their transferees or any recipients (in the case of original issuance) (in each case whether such certificates have been given on their own behalf or on behalf of others) to prove the citizenship of such beneficial owners, transferees or recipients of the common stock. The determination of the citizenship of beneficial owners and their transferees of the common stock may also be subject to proof in such other way or ways as the corporation may deem reasonable. The corporation may at any time require proof, in addition to the citizenship certificates, of the beneficial owner or proposed transferee of shares of common stock, and the payment of dividends may be withheld, and any application for transfer of ownership on the stock transfer records of the corporation may be refused, until such additional proof is submitted.

     Section 9.07 Severability. Each provision of this Article IX is intended to be severable from every other provision. If any one or more of the provisions contained in this Article IX is held to be invalid, illegal or unenforceable, the validity, legality or enforceability of any other provision of this Article IX shall not be affected, and this Article IX shall be construed as if the provisions held to be invalid, illegal or unenforceable had never been contained therein.

CERTIFICATION

     The undersigned duly elected secretary of the corporation does hereby certify that the foregoing Bylaws were adopted by the Board of Directors on the 10^th day of September, 1993.

/s/ Thomas Steinbauer  

Thomas Steinbauer, Secretary 

25

CERTIFICATION

     The undersigned, Thomas M. Steinbauer, hereby certifies as follows:

     1. He is the duly elected and acting Secretary of Ameristar Casinos, Inc., a Nevada corporation (the “Corporation”).

     2. Attached hereto is a revised page 1 of the Bylaws of the Corporation, adding to Section 1.02(b), at the beginning thereof, the phrase “Subject to Section 1.12,...”.

     3. The foregoing amended page 1 of said Bylaws was duly adopted by the Unanimous Written Consent of the Sole Stockholder and the Directors of the Corporation on the 20th day of October, 1993.

/s/ Thomas M. Steinbauer  

Thomas M. Steinbauer, Secretary 

CERTIFICATE OF SECRETARY

(Adoption of Amendment to Article VIII of the Bylaws)

     The undersigned, Brian E. Katz, hereby certifies: that I am now the Secretary of Ameristar Casinos, Inc., a Nevada corporation, and that attached hereto is a true and correct copy of the amendment to Article VIII of the Bylaws of Ameristar Casinos, Inc., which amendment was duly adopted by the affirmative vote of the holders of more than 80% of the issued and outstanding stock of Ameristar Casinos, Inc. at the annual meeting of the shareholders held on May 12, 1995. I also certify that the same has not been modified or rescinded and is in full force and effect.

     IN WITNESS WHEREOF, I have hereunto signed my name this 15 day of May, 1995.

/s/ Brian E. Katz  

Brian E. Katz 

ARTICLE VIII
AMENDMENT OR REPEAL

Except as otherwise provided in the Articles of Incorporation and herein, these bylaws, or any of them, may be altered, amended or repealed, and new bylaws may be made, (i) by the board of directors, by vote of a majority of the directors then in office, acting at any meeting of the board of directors or by written consent, or (ii) by the stockholders, by affirmative vote of at least 80% of the combined voting power of all then outstanding shares of capital stock entitled to vote generally in the election of directors, at any annual or special meeting of stockholders, provided that notice of such proposed amendment, modification, repeal or adoption is given in the notice of such meeting. Any bylaws made or altered by the stockholders may be altered or repealed by either the board of directors or the stockholders. Notwithstanding the foregoing two sentences, the board of directors shall not be authorized to alter, amend or repeal Sections 1.12, 2.02 and 2.03 of these bylaws.

CERTIFICATE OF SECRETARY

(Adoption of Amendments to Sections 4.02, 4.05 and 4.06)

The undersigned, Thomas M. Steinbauer, hereby certifies: that I am the duly elected and acting Secretary of Ameristar Casinos, Inc., a Nevada corporation, and that attached hereto is a true and correct copy of the amendment to Sections 4.02, 4.05 and 4.06 of the Bylaws of Ameristar Casinos, Inc., which amendment was duly adopted by the Board of Directors of Ameristar Casinos, Inc. at a regular meeting held on October 26, 2007. I also certify that the same has not been modified or rescinded and is in full force and effect.

IN WITNESS WHEREOF, I have hereunto signed my name this 26^th day of October, 2007.

/s/ Thomas M. Steinbauer  

Thomas M. Steinbauer, Secretary 

     Section 4.02 Certificates; Direct Registration System Eligibility.

          (a) Certificates. Ownership in the corporation may be, but shall not be required to be, evidenced by certificates for shares of stock. Any certificates issued by the corporation shall be in such form as shall be prescribed by the Board of Directors and shall be manually signed by or in the name of the corporation by the president or a vice- president and also by the secretary or an assistant secretary (or by any other two officers authorized by the Board of Directors); provided, however, whenever any certificate is countersigned or otherwise authenticated by a transfer agent or transfer clerk and by a registrar (other than the corporation), then a facsimile of the signatures of said officers may be printed or lithographed upon the certificate in lieu of the actual signatures. If the corporation uses facsimile signatures of its officers on its stock certificates, it shall not act as registrar of its own stock, but its transfer agent and registrar may be identical if the institution acting in those dual capacities countersigns any stock certificates in both capacities. Each certificate shall contain the name of the record holder, the number, designation, if any, and class or series of shares represented, a statement or summary of any applicable rights, preferences, privileges or restrictions thereon, and a statement, if applicable, that the shares are assessable. Each certificate shall be numbered. The name and address of the person to whom the shares are issued, the number of shares issued, the date of issue and, if provided by the stockholder, the federal tax identification number of the stockholder, shall be entered in the stock transfer records of the corporation.

          (b) Direct Registration System Eligibility. Notwithstanding anything to the contrary in these Bylaws, at all times that the corporation’s stock is listed on a stock exchange, such shares shall comply with all direct registration system eligibility requirements established by such exchange, including any requirement that shares of the corporation’s stock be eligible for issue in book-entry form. All issuances and transfers of shares of the corporation’s stock shall be entered on the books of the corporation with all information necessary to comply with such direct registration system eligibility requirements, including the name and address of the person to whom the shares are issued or transferred, the number of such shares, and the date of such issue or transfer. Such books and information shall be maintained in a manner consistent with the requirements of the corporation’s direct registration system facility.

     Section 4.05 Transfer of Shares. No transfer of stock shall be valid as against the corporation except (a) on surrender and cancellation of the certificates therefor accompanied by an assignment or transfer by the registered owner made either in person or under assignment, or (b) by book-entry in accordance with the policies and procedures of the corporation’s direct registration system facility. Whenever any transfer shall be expressly made for collateral security and not absolutely, the collateral nature of the transfer shall be reflected in the entry of transfer in the records of the corporation.

     Section 4.06 Transfer Agent; Registrars. The Board of Directors may appoint one or more transfer agents, transfer clerks and registrars of transfer, which transfer agents, transfer clerks and registrars of transfer shall be eligible to act as such under the direct registration system facility requirements established by the corporation’s stock exchange. The Board of Directors may require all certificates for shares of stock to bear the signature of any such transfer agent, transfer clerk and/or registrar of transfer.

2

EX-10.2

Exhibit 10.2

Ameristar Casinos, Inc.
Deferred Compensation Plan
Master Plan Document

AMERISTAR CASINOS, INC.

DEFERRED COMPENSATION PLAN

Amended and Restated Effective January 1, 2008

Purpose

     The purpose of this Plan is to provide specified benefits to a select group of management and highly compensated Employees who contribute materially to the continued growth, development and future business success of Ameristar Casinos, Inc., a Nevada corporation, and its subsidiaries, if any, that sponsor this Plan. This Plan shall be unfunded for tax purposes and for purposes of Title I of ERISA. The Plan is intended to comply with all applicable law including, in respect of amounts not earned and vested prior to January 1, 2005, Code Section 409A and related Treasury guidance and regulations.

ARTICLE 1
Definitions

     For purposes of this Plan, unless otherwise clearly apparent from the context, the following phrases or terms shall have the following indicated meanings:

1.1

“Account Balance” shall mean, with respect to a Participant, a credit on the records of the Employer equal to the sum of (i) the Deferral Account balance, (ii) the vested portion of the Company Contribution Account balance, (iii) the vested portion of the Company Matching Account balance and (iv) the Rollover Contribution Account, minus (v) the Rollover Transfers. The Account Balance, and each other specified account balance, shall be a bookkeeping entry only and shall be utilized solely as a device for the measurement and determination of the amounts to be paid to a Participant, or his or her designated Beneficiary, pursuant to this Plan. The Company may, as necessary, divide accounts into subaccounts corresponding to interests vested and earned prior to January 1, 2005 (“Grandfathered Amounts”) and interests vested or earned after December 3l, 2004 (“409A Subject Amounts”).

1.2

“Annual Bonus” shall mean any compensation, in addition to Base Annual Salary relating to services performed during any calendar year, whether or not paid in such calendar year or included on the Federal Income Tax Form W-2 for such calendar year, payable to a

 1

Ameristar Casinos, Inc.
Deferred Compensation Plan
Master Plan Document

	Participant as an Employee under any Employer’s annual bonus and cash incentive plans, excluding stock options and other equity-based compensation.
1.3	“Annual Company Contribution Amount” shall mean, for any one Plan Year, the amount determined in accordance with Section 3.5.
1.4	“Annual Company Matching Amount” for any one Plan Year shall be the amount determined in accordance with Section 3.6.
1.5	“Annual Deferral Amount” shall mean that portion of a Participant’s Base Annual Salary and Annual Bonus that a Participant elects to have, and is, deferred, in accordance with Article 3, for any one Plan Year. In the event of a Participant’s Retirement, Disability (if deferrals cease in accordance with Section 8.1), death or a Termination of Employment prior to the end of a Plan Year, such year’s Annual Deferral Amount shall be the actual amount withheld prior to such event.
1.6	“Annual Salary Deferral Amount” shall mean that portion of a Participant’s Base Annual Salary that a Participant elects to have, and is, deferred, in accordance with Article 3, for any one Plan Year. In the event of a Participant’s Retirement, Disability (if deferrals cease in accordance with Section 8.1), death or a Termination of Employment prior to the end of a Plan Year, such year’s Annual Salary Deferral Amount shall be the actual amount withheld prior to such event.
1.7	“Annual Bonus Deferral Amount” shall mean that portion of a Participant’s Annual Bonus that a Participant elects to have, and is, deferred, in accordance with Article 3, for any one Plan Year. In the event of a Participant’s Retirement, Disability (if deferrals cease in accordance with Section 8.1), death or a Termination of Employment prior to the end of a Plan Year, such year’s Annual Bonus Deferral Amount shall be the actual amount withheld prior to such event.
1.8	“Annual Installment Method” shall mean annual installments over the number of years selected by the Participant or Committee in accordance with this Plan, calculated as follows: The Account Balance of the Participant shall be calculated as of the close of business on the last business day of the year. The annual installment shall be calculated by multiplying this balance by a fraction, the numerator of which is one, and the denominator of which is the remaining number of annual installments due the Participant. By way of example, if the Participant elects a 10 year Annual Installment Method, the first annual installment shall be 1/10 of the Account Balance, calculated as described in this definition. The following year, the annual installment shall be 1/9 of the Account Balance, calculated as described in this definition. Each annual installment shall be distributed to the Participant in four equal payments, one payment to be made each calendar quarter of the Plan Year, on or as soon as practicable after the first business day of each calendar quarter of the Plan Year. By way of example, if the annual installment

2

Ameristar Casinos, Inc.
Deferred Compensation Plan
Master Plan Document

	for Plan Year 2002 totals $1,000, $250 shall be paid to the Participant on or as soon as practicable after January 1, April 1, July 1 and October 1.
1.9	“Base Annual Salary” shall mean the annual cash compensation relating to services performed during any calendar year, whether or not paid in such calendar year or included on the Federal Income Tax Form W-2 for such calendar year, excluding bonuses, commissions, overtime, fringe benefits, stock options and other equity-based compensation, relocation expenses, incentive payments, non-monetary awards, directors’ fees and other fees, automobile and other allowances paid to a Participant for employment services rendered (whether or not such allowances are included in the Employee’s gross income). Base Annual Salary shall be calculated before reduction for compensation voluntarily deferred or contributed by the Participant pursuant to all qualified or non-qualified plans of any Employer and shall be calculated to include amounts not otherwise included in the Participant’s gross income under Code Section 125, 402(e)(3), 402(h), or 403(b) pursuant to plans established by any Employer; provided, however, that all such amounts will be included in compensation only to the extent that, had there been no such plan, the amount would have been payable in cash to the Employee.
1.10	“Beneficiary” shall mean one or more persons, trusts, estates or other entities, designated in accordance with Article 9, that are entitled to receive benefits under this Plan upon the death of a Participant.
1.11	“Beneficiary Designation Form” shall mean the form established from time to time by the Committee that a Participant completes, signs and returns to the Committee to designate one or more Beneficiaries.
1.12	“Board” shall mean the board of directors of the Company.
1.13	A “Change in Control” shall mean the occurrence of any of the following events:

(a)

individuals who, as of the date of this Plan, constitute the entire Board (“Incumbent Directors”) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to such date whose election, or nomination for election by the Company’s stockholders, was approved by a vote of at least a majority of the then Incumbent Directors (other than an election or nomination of an individual whose assumption of office is the result of an actual or threatened election contest relating to the election of directors of the Company), also shall be an Incumbent Director; or

(b)

any merger, consolidation, or recapitalization of the Company (or, if the capital stock of the Company is affected, any subsidiary of the Company) or any sale, lease, or other transfer (in one transaction or a series of transactions contemplated

3

Ameristar Casinos, Inc.
Deferred Compensation Plan
Master Plan Document

	or arranged by any party as a single plan) of all or substantially all of the assets of the Company (each of the foregoing being an “Acquisition Transaction”) where (1) the stockholders of the Company immediately prior to such Acquisition Transaction do not immediately after such Acquisition Transaction beneficially own, directly or indirectly, shares representing in the aggregate more than fifty percent (50%) of (i) the then outstanding common stock of the corporation surviving or resulting from such merger, consolidation or recapitalization or acquiring such assets of the Company, as the case may be (the “Surviving Corporation”) (or of its ultimate parent corporation, if any) and (ii) the Combined Voting Power (as defined below) of the then outstanding Voting Securities (as defined below) of the Surviving Corporation (or of its ultimate parent corporation, if any) or (2) the Incumbent Directors at the time of the initial approval of such Acquisition Transaction do not immediately after such Acquisition Transaction constitute a majority of the board of directors of the Surviving Corporation (or of its ultimate parent corporation, if any); or
(c)	the liquidation or dissolution of the Company; or
(d)	any Person (as defined below) other than a Permitted Holder (as defined below) shall become the beneficial owner (as defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), directly or indirectly, of securities of the Company representing in the aggregate fifty percent (50%) or more of either (i) the then outstanding shares of the Company Common Stock or (ii) the Combined Voting Power of all then outstanding Voting Securities of the Company; provided, however, that notwithstanding the foregoing, a Change of Control shall not be deemed to have occurred for purposes of this clause (d) solely as the result of:

(A)

an acquisition of securities by the Company which, by reducing the number of shares of the Company’s Common Stock or other Voting Securities outstanding, increases (i) the proportionate number of shares of the Company’s Common Stock beneficially owned by any Person to fifty percent (50%) or more of the shares of the Company’s Common Stock then outstanding or (ii) the proportionate voting power represented by the Voting Securities beneficially owned by any Person to fifty percent (50%) or more of the Combined Voting Power of all then outstanding Voting Securities; or

(B)

an acquisition of securities directly from the Company except that this paragraph (B) shall not apply to:

(1) any conversion of a security that was not acquired directly from the Company; or

4

Ameristar Casinos, Inc.
Deferred Compensation Plan
Master Plan Document

(2) any acquisition of securities if the Incumbent Directors at the time of the initial approval of such acquisition would not immediately after (or otherwise as a result of) such acquisition constitute a majority of the Board of Directors of the Company.

(e) For purposes of this Section 1.13:

(i)	“Person” shall mean any individual, entity (including, without limitation, any corporation (including, without limitation, any charitable corporation or private foundation), partnership, limited liability company, trust (including, without limitation, any private, charitable or split-interest trust), joint venture, association or governmental body) or group (as defined in Section 13(d)(3) or 14(d)(2) of the Exchange Act and the rules and regulations thereunder); provided, however, that “Person” shall not include the Company, any of its subsidiaries, any employee benefit plan of the Company or any of its majority-owned subsidiaries or any entity organized, appointed or established by the Company or such subsidiary for or pursuant to the terms of any such plan;
(ii)	“Voting Securities” shall mean all securities of a corporation having the right under ordinary circumstances to vote in an election of the Board of Directors of such corporation;
(iii)	“Combined Voting Power” shall mean the aggregate votes entitled to be cast generally in the election of directors of a corporation by holders of then outstanding Voting Securities of such corporation; and
(iv)	“Permitted Holder” shall mean (A) the Company or any trustee or other fiduciary holding securities under an employee benefit plan of the Company, (B) to the extent they hold securities in any capacity whatsoever, 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 (C) any Person controlled, directly or indirectly, by one or more of the foregoing Persons referred to in the immediately preceding clause (B), whether through the ownership of voting securities, by contract, in a fiduciary capacity, through

5

Ameristar Casinos, Inc.
Deferred Compensation Plan
Master Plan Document

possession of a majority of the voting rights (as directors and/or members) of a not-for-profit entity, or otherwise.

1.14	“Claimant” shall have the meaning set forth in Section 14.1.
1.15	“Code” shall mean the Internal Revenue Code of 1986, as it may be amended from time to time.
1.16	“Committee” shall mean the committee described in Article 12.
1.17	“Company” shall mean Ameristar Casinos, Inc., a Nevada corporation, and any successor to all or substantially all of the Company’s assets or business.
1.18	“Company Contribution Account” shall mean (i) the sum of the Participant’s Annual Company Contribution Amounts, plus (ii) amounts credited in accordance with all the applicable crediting provisions of this Plan that relate to the Participant’s Company Contribution Account, less (iii) all distributions made to the Participant or his or her Beneficiary pursuant to this Plan that relate to the Participant’s Company Contribution Account.
1.19	“Company Matching Account” shall mean (i) the sum of all of a Participant’s Annual Company Matching Amounts, plus (ii) amounts credited in accordance with all the applicable crediting provisions of this Plan that relate to the Participant’s Company Matching Account, less (iii) all distributions made to the Participant or his or her Beneficiary pursuant to this Plan that relate to the Participant’s Company Matching Account.
1.20	“Deduction Limitation” shall mean the following described limitation on a benefit that may otherwise be distributable pursuant to the provisions of this Plan. Except as otherwise provided, this limitation shall be applied to all distributions that are “subject to the Deduction Limitation” under this Plan. If an Employer determines in good faith prior to a Change in Control that there is a reasonable likelihood that any compensation paid to a Participant for a taxable year of the Employer would not be deductible by the Employer solely by reason of the limitation under Code Section 162(m), then to the extent deemed necessary by the Employer to ensure that the entire amount of any distribution to the Participant pursuant to this Plan prior to the Change in Control is deductible, the Employer, at the direction of the Committee, may defer all or any portion of a distribution under this Plan. Any amounts deferred pursuant to this limitation shall continue to be credited/debited with additional amounts in accordance with Section 3.10 below, even if such amount is being paid out in installments. The amounts so deferred and amounts credited thereon shall be distributed to the Participant or his or her Beneficiary (in the event of the Participant’s death) at the earliest possible date, as determined by the Employer in good faith, on which the deductibility of compensation paid or payable to the Participant for the taxable year of the Employer during which the

6

Ameristar Casinos, Inc.
Deferred Compensation Plan
Master Plan Document

	distribution is made will not be limited by Section 162(m), or if earlier, the effective date of a Change in Control. Notwithstanding anything to the contrary in this Plan, the Deduction Limitation shall not apply to any distributions made after a Change in Control.
1.21	“Deferral Account” shall mean (i) the sum of all of a Participant’s Annual Deferral Amounts, plus (ii) amounts credited in accordance with all the applicable crediting provisions of this Plan that relate to the Participant’s Deferral Account, less (iii) all distributions made to the Participant or his or her Beneficiary pursuant to this Plan that relate to his or her Deferral Account.
1.22	“Disability” or “Disabled” shall mean shall mean that a Participant is either (a) unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or (b) by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Participant’s Employer. For purposes of this Plan, a Participant shall be deemed Disabled if determined to be totally disabled by the Social Security Administration. A Participant shall also be deemed Disabled if determined to be disabled in accordance with the applicable disability insurance program of such Participant’s Employer, provided that the definition of “disability” applied under such disability insurance program complies with the requirements of this Section.
1.23	“Disability Benefit” shall mean the benefit set forth in Article 8.
1.24	“Election Form” shall mean the form established from time to time by the Committee that a Participant completes, signs and returns to the Committee to make an election under the Plan.
1.25	“Employee” shall mean a person who is an employee of any Employer.
1.26	“Employer(s)” shall mean

(a)	the Company and/or any of its subsidiaries (now in existence or hereafter formed or acquired) that have been selected by the Board to participate in the Plan and have adopted the Plan as a sponsor.
(b)	for purposes of determining whether a Participant has experienced a Termination of Employment, “Employer” shall mean:

(i) The entity for which the Participant performs services and with respect to which the legally binding right to compensation deferred or contributed under this Plan arises; and

7

Ameristar Casinos, Inc.
Deferred Compensation Plan
Master Plan Document

(ii) All other entities with which the entity described above would be aggregated and treated as a single employer under Code Section 414(b) (controlled group of corporations) and Code Section 414(c) (a group of trades or businesses, whether or not incorporated, under common control), as applicable. In order to identify the group of entities described in the preceding sentence, the Committee shall use an ownership threshold of at least 50% as a substitute for the 80% minimum ownership threshold that appears in, and otherwise must be used when applying, the applicable provisions of (A) Code Section 1563 for determining a controlled group of corporations under Code Section 414(b), and (B) Treas. Reg. §1.414(c)-2 for determining the trades or businesses that are under common control under Code Section 414(c).

1.27	“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as it may be amended from time to time.
1.28	Reserved.
1.29	“Participant” shall mean any Employee (i) who is selected to participate in the Plan, (ii) who elects to participate in the Plan, (iii) who signs a Plan Agreement, an Election Form and a Beneficiary Designation Form, (iv) whose signed Plan Agreement, Election Form and Beneficiary Designation Form are accepted by the Committee, (v) who commences participation in the Plan, and (vi) whose Plan Agreement has not terminated. A spouse or former spouse of a Participant shall not be treated as a Participant in the Plan or have an account balance under the Plan, even if he or she has an interest in the Participant’s benefits under the Plan as a result of applicable law or property settlements resulting from legal separation or divorce.
1.30	“Plan” shall mean the Company’s Deferred Compensation Plan adopted originally effective April 1, 2001, amended and restated effective January 1, 2008, and as hereafter amended from time to time.
1.31	“Plan Agreement” shall mean a written agreement, as may be amended from time to time, which is entered into by and between an Employer and a Participant. Each Plan Agreement executed by a Participant and the Participant’s Employer shall provide for the entire benefit to which such Participant is entitled under the Plan attributable to that Employer. Should there be more than one Plan Agreement in respect of a particular Employer, the Plan Agreement bearing the latest date of acceptance by the Employer shall supersede all previous Plan Agreements in their entirety and shall govern such entitlement. The terms of any Plan Agreement may be different for any Participant, and any Plan Agreement may provide additional benefits not set forth in the Plan (to the extent consistent with Code Section 409A) or limit the benefits otherwise provided under

8

Ameristar Casinos, Inc.
Deferred Compensation Plan
Master Plan Document

	the Plan; provided, however, that any such additional benefits or benefit limitations must be agreed to by both the Employer and the Participant.
1.32	“Plan Year” shall mean a period beginning on January 1 of each calendar year and ending December 31.
1.33	“Pre-Retirement Survivor Benefit” shall mean the benefit set forth in Article 6.
1.34	“Retirement”, “Retire(s)” or “Retired” shall mean, with respect to an Employee

     (a) with respect to Grandfathered Amounts, severance from employment from all Employers for any reason other than a leave of absence, death or Disability on or after the earlier of the attainment of (a) age sixty-five (65) or (b) age fifty-five (55) with five (5) Years of Service, and

     (b) with respect to 409A Subject Amounts, severance from employment from all Employees for any reason other than a leave of absence, death of Disability on or after the attainment of age fifty-five (55) with five (5)Years of Service.

1.35	“Retirement Benefit” shall mean the benefit set forth in Article 5.
1.36	“Rollover Contribution(s)” shall have the meaning set forth in Section 3.7.
1.37	“Rollover Contribution Account” shall mean the sum of (a) a Participant’s Rollover Contribution, plus (b) amounts credited in accordance with all of the applicable crediting provisions of the Plan that relate to the Participant’s Rollover Contribution Account, less all distribution made from such account pursuant to this Plan. This account shall be a bookkeeping entry only and shall be utilized solely as a device for the measurement and determination of the amounts to be paid to the Participant pursuant to the Plan.
1.38	“Rollover Transfer(s)” shall have the meaning set forth in Section 3.7.
1.39	“Short-Term Payout” shall mean the payout set forth in Section 4.1.
1.40	“Termination Benefit” shall mean the benefit set forth in Article 7.
1.41	“Termination of Employment” shall mean the severing of employment with all Employers, voluntarily or involuntarily, for any reason other than Retirement, Disability, death or an authorized leave of absence.
1.42	“Trust” shall mean one or more trusts established pursuant to that certain Master Trust Agreement, dated as of April 1, 2001, between the Company and the Trustee named therein, as amended from time to time, or any successor trust.

9

Ameristar Casinos, Inc.
Deferred Compensation Plan
Master Plan Document

1.43	“Unforeseeable Financial Emergency” shall mean a severe financial hardship of the Participant resulting from (a) an illness or accident of the Participant, the Participant’s spouse, the Participant’s Beneficiary or the Participant’s dependent (as defined in Code Section 152 without regard to paragraphs (b)(1), (b)(2) and (d)(1)(b) thereof), (b) a loss of the Participant’s property due to casualty, or (c) such other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant, all as determined by the Committee based on the relevant facts and circumstances.
1.44	“Years of Plan Participation” shall mean the total number of full Plan Years a Participant has been a Participant in the Plan prior to his or her Termination of Employment (determined without regard to whether deferral elections have been made by the Participant for any Plan Year). Any partial year shall not be counted. Also, years in which a Participant is eligible to participate by reason of a withdrawal under Section 4.4 hereof shall not be counted. Notwithstanding the previous sentence, a Participant’s first Plan Year of participation shall be treated as a full Plan Year for purposes of this definition, even if it is only a partial Plan Year of participation.
1.45	“Years of Service” shall mean the total number of full years in which a Participant has been employed by one or more Employers. For purposes of this definition, a year shall mean a consecutive 365-day period (or 366 days in the case of a leap year).

ARTICLE 2

Selection, Enrollment Eligibility

2.1	Selection by Committee. Participation in the Plan shall be limited to a select group of management and highly compensated Employees of the Employers, as determined by the Compensation Committee of the Board in its sole discretion. From that group, the Compensation Committee shall select, in its sole discretion, Employees to participate in the Plan. Selection of Employees eligible to participate in the Plan may be made by the Compensation Committee on an individual basis or in accordance with uniform criteria established by the Compensation Committee.
2.2	Enrollment Requirements. As a condition to participation, each selected Employee shall complete, execute and return to the Committee a Plan Agreement, an Election Form and a Beneficiary Designation Form, all within 30 days after he or she first becomes eligible to participate in the Plan. In addition, the Committee shall establish from time to time such other enrollment requirements as it determines in its sole discretion are necessary.
2.3	Eligibility; Commencement of Participation. Provided an Employee selected to participate in the Plan has met all enrollment requirements set forth in this Plan and required by the Committee, including returning all required documents to the Committee within the specified time period, that Employee shall commence participation in the Plan

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on the first day of the month following the month in which the Employee completes all enrollment requirements. If an Employee fails to meet all such requirements within the period required, in accordance with Section 2.2, that Employee shall not be eligible to participate in the Plan until the first day of the Plan Year following the delivery to and acceptance by the Committee of the required documents.

2.4

Termination of Participation and/or Deferrals. If the Committee determines in good faith that a Participant no longer qualifies as a member of a select group of management or highly compensated employees, as membership in such group is determined in accordance with Sections 201(2), 301(a)(3) and 401(a)(l) of ERISA, the Committee shall have the right, in its sole discretion, to prevent the Participant from making future deferrals.

ARTICLE 3
Deferral Commitments/Company Matching/Crediting/Taxes

3.1 Minimum Deferrals.

(a)	Base Annual Salary and Annual Bonus. For each Plan Year, a Participant may elect to defer, as his or her Annual Deferral Amount, Base Annual Salary and/or Annual Bonus such that the aggregate amount of Base Annual Salary and Annual Bonus deferred is not less than $2,000. If an election is made for less than $2,000, or if no election is made, the amount deferred shall be zero.
(b)	Short Plan Year. Notwithstanding the foregoing, if a Participant first becomes a Participant after the first day of a Plan Year, the minimum Base Annual Salary deferral shall be an amount equal to the minimum set forth above, multiplied by a fraction, the numerator of which is the number of complete months remaining in the Plan Year and the denominator of which is 12.

3.2 Maximum Deferral.

For each Plan Year, a Participant may elect to defer, as his or her Annual Deferral Amount, Base Annual Salary and/or Annual Bonus up to the following maximum percentages for each deferral elected:

Deferral	Maximum Amount
Base Annual Salary		90	%
Annual Bonus		100	%

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Notwithstanding the foregoing, if a Participant first becomes a Participant after the first day of a Plan Year, the maximum Annual Deferral Amount, with respect to both Base Annual Salary and Annual Bonus, shall be limited to the amount of compensation not yet earned by the Participant as of the date the Participant submits a Plan Agreement and Election Form to the Committee for acceptance.

3.3 Election to Defer; Effect of Election Form.

(a)

First Plan Year. In connection with a Participant’s commencement of participation in the Plan, the Participant shall make an irrevocable deferral election for the Plan Year in which the Participant commences participation in the Plan, along with such other elections as the Committee deems necessary or desirable under the Plan. For these elections to be valid, the Election Form must be completed and signed by the Participant, timely delivered to the Committee (in accordance with Section 2.2 above) and accepted by the Committee.

(b)

Subsequent Plan Years. For each succeeding Plan Year, an irrevocable deferral election for that Plan Year, and such other elections as the Committee deems necessary or desirable under the Plan, shall be made by timely delivering to the Committee, in accordance with its rules and procedures, before the end of the Plan Year preceding the Plan Year for which the election is made, a new Election Form. If no such Election Form is timely delivered for a Plan Year, the Annual Deferral Amount shall be zero for that Plan Year.

3.4

Withholding of Annual Deferral Amounts. For each Plan Year, the Base Annual Salary portion of the Annual Deferral Amount shall be withheld from each regularly scheduled Base Annual Salary payroll in equal amounts, as adjusted from time to time for increases and decreases in Base Annual Salary. The Annual Bonus portion of the Annual Deferral Amount shall be withheld at the time the Annual Bonus is or otherwise would be paid to the Participant, whether or not this occurs during the Plan Year itself.

3.5

Annual Company Contribution Amount. For each Plan Year, an Employer, in its sole discretion, may, but is not required to, credit any amount it desires to any Participant’s Company Contribution Account under this Plan, which amount shall be for that Participant the Annual Company Contribution Amount for that Plan Year. The amount so credited to a Participant may be smaller or larger than the amount credited to any other Participant, and the amount credited to any Participant for a Plan Year may be zero, even though one or more other Participants receive an Annual Company Contribution Amount for that Plan Year. The Annual Company Contribution Amount, if any, shall be credited as of the date selected by the Committee, in its sole and absolute discretion. If a Participant is not employed by an Employer as of the last day of a Plan Year other than

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	by reason of his or her Retirement or death while employed, the Annual Company Contribution Amount for that Plan Year shall be zero.
3.6	Annual Company Matching Amount. A Participant’s Annual Company Matching Amount for any Plan Year shall be equal to the sum of (i) 100% of the Participant’s Annual Salary Deferral Amount for such Plan Year, up to an amount that does not exceed 5% of the Participant’s Base Annual Salary taken into account hereunder for such Plan Year and (ii) 100% of the Participant’s Annual Bonus Deferral Amount for such Plan Year, up to an amount that does not exceed 5% of the Participant’s Annual Bonus. The Annual Company Matching Amount, if any, shall be credited as of the date selected by the Committee, in its sole and absolute discretion. In the event of Retirement or death, a Participant shall be credited with the Annual Company Matching Amount for the Plan Year in which he or she Retires or dies.
3.7	Rollover Contributions and Rollover Transfers. If a Participant participates in any other plan or arrangement maintained by an Employer (other than a plan qualified under Section 401 of the Code) that provides for the deferral of income or compensation (an “Other Deferral Plan”), and the Participant has an account balance under such Other Deferral Plan that the Participant is not presently entitled to receive (other than through distributions or withdrawals on account of hardship or which entail a reduction in such account balance or the payment of some other penalty), the Committee, in its sole and absolute discretion, may permit all but not less than all of such Participant’s account balance in such Other Deferral Plan to be contributed to this Plan as a Rollover Contribution. The amount of any such Rollover Contribution shall be deducted from the Participant’s account balance in such Other Deferral Plan, shall be credited to the Participant’s Rollover Contribution Account under this Plan, and shall thereafter be governed by the terms and provisions of this Plan rather than by the terms and provisions of such Other Deferral Plan. Conversely, if a Participant has not become entitled to receive benefits under this Plan (other than pursuant to Section 4.1 or 4.3 of this Plan) and the Participant also participates in an Other Deferral Plan, the Committee may, in its sole and absolute discretion, permit all but not less than all of the Participant’s Account Balance to be transferred to such Other Deferral Plan in a Rollover Transfer. The amount of any Rollover Transfer shall be credited to the participant’s account in such Other Deferral Plan, and shall thereafter be governed by the terms and provision of such Other Deferral Plan rather than by the terms and provisions of this Plan.
3.8	Investment of Trust Assets. The trustee of the Trust shall be authorized, upon written instructions received from the Committee or investment manager appointed by the Committee, to invest and reinvest the assets of the Trust in accordance with the applicable Trust Agreement.

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3.9 Vesting.

(a)

A Participant shall at all times be 100% vested in his or her Deferral Account and Rollover Contribution Account.

(b)

A Participant shall be vested in his or her Company Contribution Account and Company Matching Account as follows: (i) with respect to all benefits under this Plan other than the Termination Benefit, a Participant’s vested Company Contribution Account and vested Company Matching Account shall equal 100% of such Participant’s Company Contribution Account and Company Matching Account; and (ii) with respect to the Termination Benefit, a Participant’s Company Contribution Account and Company Matching Account shall vest on the basis of the Participant’s Years of Plan Participation at the time the Participant experiences a Termination of Employment, in accordance with the following schedule:

Years of Plan Participation	Vested Percentage of
at Date of Termination of	Company Contribution Account
Employment	and Company Matching Account
Less than 1 year		0	%
1 year or more, but less than 2		20	%
2 years or more, but less than 3		40	%
3 years or more, but less than 4		60	%
4 years or more, but less than 5		80	%
5 years or more		100	%

	Upon a Termination of Employment, any unvested amounts in a Participant’s Company Contribution Account and Company Marketing Account shall be forfeited.
(c)	Notwithstanding anything to the contrary contained in this Section 3.9, in the event of Retirement, Disability, death, or a Change in Control occurring while a Participant is employed by an Employer, a Participant’s Company Contribution Account and Company Matching Account shall immediately become 100% vested (if it is not already vested in accordance with the above vesting schedules).
(d)	Notwithstanding subsection (c), the vesting schedule for a Participant’s Company Contribution Account and Company Matching Account shall not be accelerated, if, when taken together with all other payments in the nature of compensation provided to or for the benefit of a Participant

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under any other agreement, plan or program in connection with a Change in Control, the Committee determines that such acceleration would cause the deduction limitations of Section 280G of the Code to become effective. In the event that a Participant’s Company Contribution Account and Company Matching Account is not vested pursuant to such a determination, the Participant may request independent verification of the Committee’s calculations with respect to the application of Section 280G. In such case, the Committee must provide to the Participant within 15 business days of such a request an opinion from a nationally recognized accounting firm selected by the Participant (the “Accounting Firm”). The opinion shall state the Accounting Firm’s opinion that any limitation in the vested percentage hereunder is necessary to avoid the limits of Section 280G and contain supporting calculations. The cost of such opinion shall be paid for by the Company.

3.10 Crediting/Debiting of Account Balances. In accordance with, and subject to, the rules and procedures that are established from time to time by the Committee, in its sole discretion, amounts shall be credited or debited to a Participant’s Account Balance (including for this purpose unvested amounts in the Participant’s Company Matching and Company Contribution Accounts) in accordance with the following rules:

(a) Election of Measurement Funds. A Participant, in connection with his or her initial deferral election in accordance with Section 3.3(a) above, shall elect, on the Election Form, one or more Measurement Fund(s) (as described in Section 3.10(c) below) to be used to determine the additional amounts to be credited to his or her Account Balance for the first calendar month or portion thereof in which the Participant commences participation in the Plan and continuing thereafter for each subsequent calendar month in which the Participant participates in the Plan, unless changed in accordance with the next sentence. Commencing with the first month that follows the Participant’s commencement of participation in the Plan and continuing thereafter for each subsequent month in which the Participant participates in the Plan, no later than the next to last business day of the month, the Participant may (but is not required to) elect, by submitting an Election Form to the Committee that is accepted by the Committee, to add or delete one or more Measurement Fund(s) to be used to determine the additional amounts to be credited to his or her Account Balance, or to change the portion of his or her Account Balance allocated to each previously or newly elected Measurement Fund. If an election is made in accordance with the previous sentence, it shall apply to the next month and continue thereafter for each subsequent month in which the Participant participates in the Plan, unless changed in accordance with the previous sentence.

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(b)	Proportionate Allocation. In making any election described in Section 3.10(a) above, the Participant shall specify on the Election Form, in increments of one percentage point (1%), the percentage of his or her Account Balance to be allocated to a Measurement Fund (as if the Participant were making an investment in that Measurement Fund with that portion of his or her Account Balance).
(c)	Measurement Funds. The Participant may elect one or more measurement funds, based on certain mutual fund, variable life insurance subaccount or other similar investment options selected and announced by the Committee (the “Measurement Funds”), for the purpose of crediting additional amounts to his or her Account Balance. As necessary, the Committee may, in its sole discretion, discontinue, substitute or add a Measurement Fund. Each such action will take effect no earlier than the first day of the month that follows by thirty (30) days the day on which the Committee gives Participants advance written notice of such change. If the effective date of such a change occurs before a fund reallocation date and the change affects one of the Measurement Funds to which a Participant’s Account Balance is allocated, the Participant’s Account Balance shall be credited as if the change had not been made effective.
(d)	Crediting or Debiting Method. The performance of each elected Measurement Fund (either positive or negative) will be determined by the Committee, in its reasonable discretion, based on the performance of the Measurement Funds themselves. A Participant’s Account Balance shall be credited or debited on a daily basis based on the performance of each Measurement Fund selected by the Participant, as determined by the Committee in its sole discretion, as though (i) a Participant’s Account Balance were invested in the Measurement Fund(s) selected by the Participant, in the percentages applicable to such calendar month, as of the close of business on the first business day of such calendar month, at the closing price on such date; (ii) the portion of the Annual Deferral Amount that was actually deferred during any calendar month were invested in the Measurement Fund(s) selected by the Participant, in the percentages applicable to such calendar month, no later than the close of business on the first business day after the day on which such amounts are actually deferred from the Participant’s Base Annual Salary through reductions in his or her payroll, at the closing price on such date; and (iii) any distribution made to a Participant that decreases such Participant’s Account Balance ceased being invested in the Measurement Fund(s), in the percentages applicable to such calendar month, no earlier than one business day prior to the distribution, at the closing price on such date. The Participant’s Annual Company Matching Amount shall be credited to

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his or her Company Matching Account for purposes of this Section 3.10 as of the close of business as of the first business day of the payroll period to which it relates.

(e)

No Actual Investment. Notwithstanding any other provision of this Plan that may be interpreted to the contrary, the Measurement Funds are to be used for measurement purposes only, and a Participant’s election of any such Measurement Fund, the allocation to his or her Account Balance thereto, the calculation of additional amounts and the crediting or debiting of such amounts to a Participant’s Account Balance shall not be considered or construed in any manner as an actual investment of his or her Account Balance in any such Measurement Fund. In the event that the Company or the Trustee (as that term is defined in the Trust), in its own discretion, decides to invest funds in any or all of the Measurement Funds, no Participant shall have any rights in or to such investments themselves. Without limiting the foregoing, a Participant’s Account Balance shall at all times be a bookkeeping entry only and shall not represent any investment made on his or her behalf by the Company or the Trust; the Participant shall at all times remain an unsecured creditor of the Company.

3.11 FICA and Other Taxes.

(a)

Annual Deferral Amounts. For each Plan Year in which an Annual Deferral Amount is being withheld from a Participant, the Participant’s Employer(s) shall withhold from that portion of the Participant’s Base Annual Salary and Annual Bonus that is not being deferred, in a manner determined by the Employer(s), the Participant’s share of FICA and other employment taxes on such Annual Deferral Amount. If necessary, the Committee may reduce the Annual Deferral Amount in order to comply with this Section 3.11.

(b)

Company Matching Amounts and Company Contribution Amounts. When a participant becomes vested in a portion of his or her Company Matching Account or Company Contribution Account, the Participant’s Employer(s) shall withhold from the Participant’s Base Annual Salary or Annual Bonus that is not deferred, or both, in a manner determined by the Employer(s), the Participant’s share of FICA and other employment taxes on such vested portion of his or her Company Matching Account or Company Contribution Account. If necessary, the Committee may reduce the vested portion of the Participant’s Company Matching Account or Company Contribution Account, as the case may be, in order to comply with this Section 3.11.

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(c) Rollover Contributions. For each Plan Year in which a Rollover Contribution is contributed by a Participant to the Plan, the Participant’s Employer(s) shall withhold from that portion of the Participant’s Base Annual Salary or Annual Bonus that is not being deferred, in a manner determined by the Employer(s), the Participant’s share of FICA and other employment taxes on such Rollover Contribution. If necessary, the Committee may reduce the Rollover Contribution in order to comply with this Section 3.11.

3.12 Distributions. The Participant’s Employer(s), or the trustee of the Trust, shall withhold from any payments made to a Participant under this Plan all federal, state and local income, employment and other taxes required to be withheld by the Employer(s), or the trustee of the Trust, in connection with such payments, in amounts and in a manner to be determined in the sole discretion of the Employer(s) and the trustee of the Trust.

ARTICLE 4
Short-Term Payout; Unforeseeable Financial Emergencies;
Withdrawal Election

4.1	Short-Term Payout. For each Plan Year, a Participant may irrevocably elect to receive a future “Short-Term Payout” from the Plan solely with respect to all or part of the Annual Deferral Amount for such Plan Year. Subject to the Deduction Limitation, the Short-Term Payout shall be a lump sum payment in an amount that is equal to the specified portion of the Annual Deferral Amount plus amounts credited or debited in the manner provided in Section 3.10 above on that amount, determined at the time that the Short-Term Payout becomes payable (rather than the date of a Termination of Employment). Subject to the Deduction Limitation and the other terms and conditions of this Plan, each Short-Term Payout shall be paid out during a 60-day period commencing immediately after the last day of any Plan Year designated by the Participant that is at least four Plan Years after the Plan Year in which the corresponding Annual Deferral Amount is actually deferred.
4.2	Other Benefits Take Precedence Over Short-Term. Should an event occur that triggers a benefit under Article 5, 6, 7 or 8, any Annual Deferral Amount, plus amounts credited or debited thereon, that is subject to a Short-Term Payout election under Section 4.1 shall not be paid in accordance with Section 4.1 but shall be paid in accordance with the other applicable Article.
4.3	Withdrawal Payout/Suspensions for Unforeseeable Financial Emergencies. If the Participant experiences an Unforeseeable Financial Emergency, the Participant may petition the Committee to (i) suspend any deferrals required to be made by a Participant and/or (ii) receive a partial or full payout from the Plan. The payout shall not exceed the lesser of the Participant’s Account Balance, calculated as if such Participant were

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receiving a Termination Benefit, or the amount reasonably needed to satisfy the Unforeseeable Financial Emergency. If, subject to the sole discretion of the Committee, the petition for a suspension and/or payout is approved, suspension shall take effect upon the date of approval and any payout shall be made within 60 days of the date of approval. The payment of any amount under this Section 4.3 shall not be subject to the Deduction Limitation.

4.4

Withdrawal Election. A Participant (or, after a Participant’s death, his or her Beneficiary), solely with respect to Grandfathered Amounts (and any earnings attributable thereto) may elect, at any time, to withdraw all of his or her Account Balance, calculated as if there had occurred a Termination of Employment as of the day of the election, less a withdrawal penalty equal to 10% of such amount (the net amount shall be referred to as the “Withdrawal Amount”). This election can be made at any time, before or after Retirement, Disability, death or Termination of Employment, and whether or not the Participant (or Beneficiary) is in the process of being paid pursuant to an installment payment schedule. If made before Retirement, Disability or death, a Participant’s Withdrawal Amount shall be his or her Account Balance calculated as if there had occurred a Termination of Employment as of the day of the election. No partial withdrawals of the Withdrawal Amount shall be allowed. The Participant (or his or her Beneficiary) shall make this election by giving the Committee advance written notice of the election in a form determined from time to time by the Committee. The Participant (or his or her Beneficiary) shall be paid the Withdrawal Amount within 60 days of his or her election. Once the Withdrawal Amount is paid, the withdrawal penalty plus any nonvested amounts allocable to the Participant shall be permanently forfeited, and the Participant shall continue to defer hereunder for the remainder of the Plan Year of the withdrawal but shall not be eligible to participate in the Plan for the following year.

ARTICLE 5
Retirement Benefit

5.1

Retirement Benefit. Subject to the Deduction Limitation, a Participant who Retires shall receive, as a Retirement Benefit, his or her Account Balance.

5.2

Payment of Retirement Benefit. A Participant, in connection with his or her commencement of participation in the Plan, shall elect on an Election Form to receive the Retirement Benefit in a lump sum or pursuant to an Annual Installment Method of any whole number of years not to exceed 15. In respect of Grandfathered Amounts only, the Participant may annually change his or her election to an allowable alternative payout period by submitting a new Election Form to the Committee, provided that any such Election Form is submitted at least one year prior to the Participant’s Retirement and is accepted by the Committee in its sole discretion. In the case of 409A Subject Amounts, any election to change the form of payment may be made by submitting an Election Form to the Committee, provided (i) the election of the new format shall have no effect until at

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	least 12 months after the date on which the election is made; (ii) the new format selected by the Participant for the payment must commence the first day of a Plan Year that is no sooner than five years after the previously designated payout start date; and (iii) the election must be made at least 12 months prior to the Participant’s previously designated payout start date. The Election Form most recently accepted by the Committee shall govern the payout of the Retirement Benefit. If a Participant does not make any election with respect to the payment of the Retirement Benefit, then such benefit shall be payable in a lump sum. The lump sum payment shall be made, or installment payments shall commence, no later than 60 days after the last day of the Plan Year in which the Participant Retires. Any payment made shall be subject to the Deduction Limitation.
5.3	Death Prior to Completion of Retirement Benefit. If a Participant dies after Retirement but before the Retirement Benefit is paid in full, the Participant’s unpaid Retirement Benefit payments shall continue and shall be paid to the Participant’s Beneficiary (a) over the remaining number of years and in the same amounts as that benefit would have been paid to the Participant had the Participant survived, or (b) in a lump sum, if requested by the Beneficiary and allowed in the sole discretion of the Committee, that is equal to the Participant’s unpaid remaining Account Balance.
5.4	Special Rule for Specified Employees. Notwithstanding any other provision to the contrary, with respect to those amounts in a Participant’s Account Balance that are 409A Subject Amounts, payments to specified employees (as that term is defined in Treasury Regulation Section 1.409A-1(i) or any successor provision) shall be delayed for six months following Retirement in accordance with Treasury Regulation Section 1.409A- 3(i)(2) (or any successor provision).

ARTICLE 6
Pre-Retirement Survivor Benefit

6.1

Pre-Retirement Survivor Benefit. Subject to the Deduction Limitation, the Participant’s Beneficiary shall receive a Pre-Retirement Survivor Benefit equal to the Participant’s Account Balance if the Participant dies before he or she Retires, experiences a Termination of Employment or suffers a Disability.

6.2

Payment of Pre-Retirement Survivor Benefit. The Pre-Retirement Survivor Benefit shall be paid in the payment period previously elected by the Participant for the payment of the Retirement Benefit, but commencing upon the Participant’s death. The Election Form most recently accepted by the Committee prior to the Participant’s death shall govern the payout of the Participant’s Pre-Retirement Survivor Benefit. If a Participant does not make any election with respect to the payment of the Retirement Benefit, then such benefit shall be paid in a lump sum. Notwithstanding the foregoing, payment of the Pre-Retirement Survivor Benefit may be made, in the sole discretion of the Committee, in

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a lump sum or in not more than 12 monthly installments. The lump sum payment shall be made, or installment payments shall commence, no later than 60 days after the last day of the Plan Year in which the Committee is provided with proof that is satisfactory to the Committee of the Participant’s death. Any payment made shall be subject to the Deduction Limitation.

ARTICLE 7
Termination Benefit

7.1	Termination Benefit. Subject to the Deduction Limitation, the Participant shall receive a Termination Benefit, which shall be equal to the Participant’s Account Balance if a Participant experiences a Termination of Employment prior to his or her Retirement, death or Disability.
7.2	Payment of Termination Benefit.

     (a) With respect to Grandfathered Amounts only, if the Grandfathered Amounts in the Participant’s Account Balance at the time of his or her Termination of Employment are less than $25,000, payment of his or her Termination Benefit shall be paid in a lump sum. If the Grandfathered Amounts in his or her Account Balance at such time are equal to or greater than that amount, the Committee, in its sole discretion, may cause the Termination Benefit to be paid in a lump sum or pursuant to an Annual Installment Method of up to five years. The lump sum payment shall be made, or installment payments shall commence, no later than 60 days after the last day of the month in which the Participant experiences the Termination of Employment. Any payment made shall be subject to the Deduction Limitation.

     (b) With respect to 409A Subject Amounts, the Termination Benefit shall be paid in a lump sum within 60 days after the last day of the month in which the Participant experiences the Termination of Employment. Any payment made shall be subject to the Deduction Limitation.

7.3 Special Rule for Specified Employees. Notwithstanding any other provision of this Plan to the contrary, with respect to the amounts in a Participant’s Account Balance that are 409A Subject Amounts, payments to specified employees (as that term is defined in Treasury Regulation Section 1.409A-1(i) or any successor provision) shall be delayed for six months following Termination of Employment in accordance with Treasury Regulation Section 1.409A-3(i)(2) (or any successor provision).

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ARTICLE 8
Disability Waiver and Benefit

8.1 Disability Waiver.

(a)

Waiver of Deferral. A Participant who is determined by the Committee to be suffering from a Disability shall be excused from fulfilling that portion of the Annual Deferral Amount commitment that would otherwise have been withheld from a Participant’s Base Annual Salary and/or Annual Bonus for the Plan Year during which the Participant first suffers a Disability. During the period of Disability, the Participant shall not be allowed to make any additional deferral elections, but will continue to be considered a Participant for all other purposes of this Plan.

(b)

Return to Work. If a Participant returns to employment with an Employer after a Disability ceases, the Participant may elect to defer an Annual Deferral Amount for the Plan Year following his or her return to employment and for every Plan Year thereafter while a Participant in the Plan; provided such deferral elections are otherwise allowed and an Election Form is delivered to and accepted by the Committee for each such election in accordance with Section 3.3 above.

8.2 Continued Eligibility; Disability Benefit. A Participant suffering a Disability shall, for benefit purposes under the Plan, be deemed to have experienced a Termination of Employment, or, in the case of a Participant who is eligible to Retire, to have Retired, at any time after such Participant is determined to be suffering a Disability, in which case the Participant shall receive a Disability Benefit equal to his or her Account Balance at the time of the Committee’s determination; provided, however, that should the Participant otherwise have been eligible to Retire, he or she shall be paid in accordance with Article 5. The Disability Benefit shall be paid in the same manner as a Termination Benefit or Retirement Benefit, as the case may be. Any payment made shall be subject to the Deduction Limitation.

ARTICLE 9
Beneficiary Designation

9.1

Beneficiary. Each Participant shall have the right, at any time, to designate his or her Beneficiary(ies) (both primary as well as contingent) to receive any benefits payable under the Plan to a beneficiary upon the death of a Participant. The Beneficiary designated under this Plan may be the same as or different from the Beneficiary designation under any other plan of an Employer in which the Participant participates.

9.2

Beneficiary Designation; Change; Spousal Consent. A Participant shall designate his or her Beneficiary by completing and signing the Beneficiary Designation Form, and

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	returning it to the Committee or its designated agent. A Participant shall have the right to change a Beneficiary by completing, signing and otherwise complying with the terms of the Beneficiary Designation Form and the Committee’s rules and procedures, as in effect from time to time. If the Participant names someone other than his or her spouse as a Beneficiary, a spousal consent, in the form designated by the Committee, must be signed by that Participant’s spouse and returned to the Committee. Upon the acceptance by the Committee of a new Beneficiary Designation Form, all Beneficiary designations previously filed shall be canceled. The Committee shall be entitled to rely on the last Beneficiary Designation Form filed by the Participant and accepted by the Committee prior to his or her death.
9.3	Acknowledgment. No designation or change in designation of a Beneficiary shall be effective until received and acknowledged in writing by the Committee or its designated agent.
9.4	No Beneficiary Designation. If a Participant fails to designate a Beneficiary as provided in Sections 9.1, 9.2 and 9.3 above, or, if all designated Beneficiaries predecease the Participant or die prior to complete distribution of the Participant’s benefits, then the Participant’s designated Beneficiary shall be deemed to be his or her surviving spouse. If the Participant has no surviving spouse, the benefits remaining under the Plan to be paid to a Beneficiary shall be payable to the executor or personal representative of the Participant’s estate.
9.5	Doubt as to Beneficiary. If the Committee has any doubt as to the proper Beneficiary to receive payments pursuant to this Plan, the Committee shall have the right, exercisable in its discretion, to cause the Participant’s Employer to withhold such payments until this matter is resolved to the Committee’s satisfaction.
9.6	Discharge of Obligations. The payment of benefits under the Plan to a Beneficiary shall fully and completely discharge all Employers and the Committee from all further obligations under this Plan with respect to the Participant, and that Participant’s Plan Agreement shall terminate upon such full payment of benefits.

ARTICLE 10
Leave of Absence

10.1	Paid Leave of Absence. If a Participant is authorized by the Participant’s Employer for any reason to take a paid leave of absence from the employment of the Employer, the Participant shall continue to be considered employed by the Employer and the Annual Deferral Amount shall continue to be withheld during such paid leave of absence in accordance with Section 3.3.
10.2	Unpaid Leave of Absence. If a Participant is authorized by the Participant’s Employer for any reason to take an unpaid leave of absence from the employment of the Employer,

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the Participant shall continue to be considered employed by the Employer and the Participant shall be excused from making deferrals until the earlier of the date the leave of absence expires or the Participant returns to a paid employment status. Upon such expiration or return, deferrals shall resume for the remaining portion of the Plan Year in which the expiration or return occurs, based on the deferral election, if any, made for that Plan Year. If no election was made for that Plan Year, no deferral shall be withheld.

ARTICLE 11
Termination, Amendment or Modification

11.1

Termination. Although each Employer anticipates that it will continue the Plan for an indefinite period of time, there is no guarantee that any Employer will continue the Plan or will not terminate the Plan at any time in the future. Accordingly, each Employer reserves the right to terminate the Plan with respect to all of its Participants. In the event of a Plan termination no new deferral elections shall be permitted for the affected Participants and such Participants shall no longer be eligible to receive new Company contributions. However, after the Plan termination the Account Balances of such Participants shall continue to be credited with Annual Deferral Amounts attributable to a deferral election that was in effect prior to the Plan termination to the extent deemed necessary to comply with Code Section 409A and related Treasury Regulations, and additional amounts shall continue to be credited or debited to such Participants’ Account Balances pursuant to Section 3.10. The Measurement Funds available to Participants following the termination of the Plan shall be comparable in number and type to those Measurement Funds available to Participants in the Plan Year preceding the Plan Year in which the Plan termination is effective. In addition, following a Plan termination, Participant Account Balances shall remain in the Plan and shall not be distributed until such amounts become eligible for distribution in accordance with the other applicable provisions of the Plan. Notwithstanding the preceding sentence, to the extent permitted by Treasury Regulation §1.409A-3(j)(4)(ix), the Employer may provide that upon termination of the Plan, all Account Balances of the Participants shall be distributed, subject to and in accordance with any rules established by such Employer deemed necessary to comply with the applicable requirements and limitations of Treasury Regulation §1.409A-3(j)(4)(ix).

11.2

Amendment. Any Employer may, at any time, amend or modify the Plan in whole or in part with respect to that Employer by the action of its board of directors or equivalent governing body; provided, however, that: (i) no amendment or modification shall be effective to decrease or restrict the value of a Participant’s Account Balance in existence at the time the amendment or modification is made, calculated as if the Participant had experienced a Termination of Employment as of the effective date of the amendment or modification or, if the amendment or modification occurs after the date upon which the Participant was eligible to Retire, the Participant had Retired as of the effective date of the amendment or modification, and (ii) no amendment or modification of this

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	Section 11.2 or Section 12.2 of the Plan shall be effective. The amendment or modification of the Plan shall not affect any Participant or Beneficiary who has become entitled to the payment of benefits under the Plan as of the date of the amendment or modification.
11.3	Plan Agreement. Notwithstanding the provisions of Sections 11.1 and 11.2 above, if a Participant’s Plan Agreement provides for benefits or limitations that are not provided for in this Plan document, the Employer may only amend or terminate such provisions with the consent of the Participant.
11.4	Effect of Payment. The full payment of the applicable benefit under Article 4, 5, 6, 7 or 8 of the Plan shall completely discharge all obligations to a Participant and his or her designated Beneficiaries under this Plan and the Participant’s Plan Agreement shall terminate.

ARTICLE 12
Administration

12.1

Committee Duties. Except as otherwise provided in this Article 12 or Section 2.1 hereof, this Plan shall be administered by a Committee which shall consist of the Board or such committee as the Board shall appoint. Members of the Committee may be Participants under this Plan. The Committee shall also have the discretion and authority to (i) make, amend, interpret, and enforce all appropriate rules and regulations for the administration of this Plan and (ii) decide or resolve any and all questions, including interpretations of this Plan, as may arise in connection with the Plan. Any individual serving on the Committee who is a Participant shall not vote or act on any matter relating solely to himself or herself. When making a determination or calculation, the Committee shall be entitled to rely on information furnished by a Participant or the Company.

12.2

Administration Upon Change in Control. For purposes of this Plan, the Company shall be the “Administrator” at all times prior to the occurrence of a Change in Control. Upon and after the occurrence of a Change in Control, the “Administrator” shall be an independent third party selected by the Trustee and approved by the individual who, immediately prior to such event, was the Company’s Chief Executive Officer or, if not so identified, the Company’s highest ranking officer (the “Ex-CEO”). The Administrator shall have the discretionary power to determine all questions arising in connection with the administration of the Plan and the interpretation of the Plan and Trust including, but not limited to, benefit entitlement determinations; provided, however, upon and after the occurrence of a Change in Control, the Administrator shall have no power to direct the investment of Plan or Trust assets or select any investment manager or custodial firm for the Plan or Trust. Upon and after the occurrence of a Change in Control, the Company must: (1) pay all reasonable administrative expenses and fees of the Administrator; (2) indemnify the Administrator against any costs, expenses and liabilities including,

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	without limitation, attorneys’ fees and expenses arising in connection with the performance of the Administrator hereunder, except with respect to matters resulting from the gross negligence or willful misconduct of the Administrator or its employees or agents; and (3) supply full and timely information to the Administrator on all matters relating to the Plan, the Trust, the Participants and their Beneficiaries, the Account Balances of the Participants, the date of circumstances of the Retirement, Disability, death or Termination of Employment of the Participants, and such other pertinent information as the Administrator may reasonably require. Upon and after a Change in Control, the Administrator may be terminated (and a replacement appointed) by the Trustee only with the approval of the Ex-CEO. Upon and after a Change in Control, the Administrator may not be terminated by the Company.
12.3	Agents. In the administration of this Plan, the Committee may, from time to time, employ agents and delegate to them such administrative duties as it sees fit (including acting through a duly appointed representative) and may from time to time consult with counsel who may be counsel to any Employer.
12.4	Binding Effect of Decisions. The decision or action of the Administrator with respect to any question arising out of or in connection with the administration, interpretation or application of the Plan and the rules and regulations promulgated hereunder shall be final and conclusive and binding upon all persons having any interest in the Plan.
12.5	Indemnity of Committee. All Employers shall indemnify and hold harmless the members of the Committee, any Employee to whom the duties of the Committee may be delegated, and the Administrator against any and all claims, losses, damages, expenses or liabilities arising from any action or failure to act with respect to this Plan, except in the case of willful misconduct by the Committee, any of its members, any such Employee or the Administrator.
12.6	Employer Information. To enable the Committee and/or Administrator to perform its functions, the Company and each Employer shall supply full and timely information to the Committee and/or Administrator, as the case may be, on all matters relating to the compensation of its Participants, the date and circumstances of the Retirement, Disability, death or Termination of Employment of its Participants, and such other pertinent information as the Committee or Administrator may reasonably require.

ARTICLE 13
Other Benefits and Agreements

13.1 Coordination with Other Benefits. The benefits provided for a Participant and Participant’s Beneficiary under the Plan are in addition to any other benefits available to such Participant under any other plan or program for employees of the Participant’s Employer. The Plan shall supplement and shall not supersede, modify or amend any other such plan or program except as may otherwise be expressly provided.

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ARTICLE 14
Claims Procedures

14.1 Presentation of Claim. Any Participant or Beneficiary of a deceased Participant (such Participant or Beneficiary being referred to below as a “Claimant”) may deliver to the Committee a written claim for a determination with respect to the amounts distributable to such Claimant from the Plan. If such a claim relates to the contents of a notice received by the Claimant, the claim must be made within 60 days after such notice was received by the Claimant. All other claims must be made within 180 days of the date on which the event that caused the claim to arise occurred. The claim must state with particularity the determination desired by the Claimant.

14.2 Notification of Decision. The Committee shall consider a Claimant’s claim within a reasonable time, and shall notify the Claimant in writing:

(a)	that the Claimant’s requested determination has been made, and that the claim has been allowed in full; or
(b)	that the Committee has reached a conclusion contrary, in whole or in part, to the Claimant’s requested determination, and such notice must set forth in a manner calculated to be understood by the Claimant:

(i)	the specific reason(s) for the denial of the claim, or any part of it;
(ii)	specific reference(s) to pertinent provisions of the Plan upon which such denial was based;
(iii)	a description of any additional material or information necessary for the Claimant to perfect the claim, and an explanation of why such material or information is necessary; and
(iv)	an explanation of the claim review procedure set forth in Section 14.3 below.

14.3 Review of a Denied Claim. Within 60 days after receiving a notice from the Committee that a claim has been denied, in whole or in part, a Claimant (or the Claimant’s duly authorized representative) may file with the Committee a written request for a review of the denial of the claim. Thereafter, but not later than 30 days after the review procedure began, the Claimant (or the Claimant’s duly authorized representative):

(a)	may review pertinent documents;
(b)	may submit written comments or other documents; and/or

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(c) may request a hearing, which the Committee, in its sole discretion, may grant or deny.

14.4 Decision on Review. The Committee shall render its decision on review promptly, and in any event not later than 60 days after the filing of a written request for review of the denial, unless a hearing is held or other special circumstances require additional time, in which case the Committee’s decision must be rendered within 120 days after such date. Such decision must be written in a manner calculated to be understood by the Claimant, and it must contain:

(a)	specific reasons for the decision;
(b)	specific reference(s) to the pertinent Plan provisions upon which the decision was based; and
(c)	such other matters as the Committee deems relevant.

14.5 Legal Action. A Claimant’s compliance with the foregoing provisions of this Article 14 is a mandatory prerequisite to a Claimant’s right to commence any legal action with respect to any claim for benefits under this Plan.

ARTICLE 15
Trust

15.1	Establishment of the Trust. The Company has established a Trust, and each Employer shall at least annually transfer over to the Trust such assets as the Employer determines, in its sole discretion, are necessary to provide, on a present value basis, for its respective future liabilities created with respect to the Annual Deferral Amounts, Annual Company Contribution Amounts, and Company Matching Amounts for such Employer’s Participants for all periods prior to the transfer, as well as any debits and credits to the Participants’ Account Balances for all periods prior to the transfer, taking into consideration the value of the assets in the Trust at the time of the transfer.
15.2	Interrelationship of the Plan and the Trust. The provisions of the Plan and the Plan Agreement shall govern the rights of a Participant to receive distributions pursuant to the Plan. The provisions of the Trust shall govern the rights of the Employers, Participants and the creditors of the Employers to the assets transferred to the Trust. Each Employer shall at all times remain liable to carry out its obligations under the Plan.
15.3	Distributions from the Trust. Each Employer’s obligations under the Plan may be satisfied with Trust assets distributed pursuant to the terms of the Trust, and any such distribution shall reduce the Employer’s obligations under this Plan.

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ARTICLE 16
Miscellaneous

16.1	Status of Plan. The Plan is intended to be a plan that is not qualified within the meaning of Code Section 401(a) and that “is unfunded and is maintained by an employer primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employee” within the meaning of ERISA Sections 201(2), 301(a)(3) and 401(a)(l). The Plan shall be administered and interpreted to the extent possible in a manner consistent with that intent.
16.2	Unsecured General Creditor. Participants and their Beneficiaries, heirs, successors and assigns shall have no legal or equitable rights, interests or claims in any property or assets of an Employer. For purposes of the payment of benefits under this Plan, any and all of an Employer’s assets shall be, and remain, the general, unpledged unrestricted assets of the Employer. An Employer’s obligation under the Plan shall be merely that of an unfunded and unsecured promise to pay money in the future.
16.3	Employer’s Liability. An Employer’s liability for the payment of benefits shall be defined only by the Plan and the Plan Agreement, as entered into between the Employer and a Participant, and shall be limited to its particular obligation to a Participant based on compensation deferred while the Participant was employed by that Employer. An Employer shall have no obligation to a Participant under the Plan except as expressly provided in the Plan and his or her Plan Agreement. Each Employer’s obligation, however, is also guaranteed by the Company, so that both the Company and the affected Employer (if other than the Company) are jointly and severally responsible for that particular Employer’s obligations hereunder.
16.4	Nonassignability. Neither a Participant nor any other person shall have any right to commute, sell, assign, transfer, pledge, anticipate, mortgage or otherwise encumber, transfer, hypothecate, alienate or convey in advance of actual receipt, the amounts, if any, payable hereunder, or any part thereof, which are, and all rights to which are expressly declared to be, non-assignable and non-transferable. No part of the amounts payable shall, prior to actual payment, be subject to seizure, attachment, garnishment or sequestration for the payment of any debts, judgments, alimony or separate maintenance owed by a Participant or any other person, be transferable by operation of law in the event of a Participant’s or any other person’s bankruptcy or insolvency or be transferable to a spouse as a result of a property settlement or otherwise.
16.5	Not a Contract of Employment. The terms and conditions of this Plan shall not be deemed to constitute a contract of employment between any Employer and the Participant. Such employment is hereby acknowledged to be an “at will” employment relationship that can be terminated at any time for any reason, or no reason, with or without cause, and with or without notice, unless otherwise expressly provided in a

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	written employment agreement. Nothing in this Plan shall be deemed to give a Participant the right to be retained in the service of any Employer or to interfere with the right of any Employer to discipline or discharge the Participant at any time.
16.6	Furnishing Information. A Participant or his or her Beneficiary will cooperate with the Committee by furnishing any and all information requested by the Committee and take such other actions as may be requested in order to facilitate the administration of the Plan and the payments of benefits hereunder, including but not limited to taking such physical examinations as the Committee may deem necessary.
16.7	Terms. Whenever any words are used herein in the masculine, they shall be construed as though they were in the feminine or neuter in all cases where they would so apply; and whenever any words are used herein in the singular or in the plural, they shall be construed as though they were used in the plural or the singular, as the case may be, in all cases where they would so apply.
16.8	Captions. The captions of the articles, sections and paragraphs of this Plan are for convenience only and shall not control or affect the meaning or construction of any of its provisions.
16.9	Governing Law. Subject to ERISA, the provisions of this Plan and any Plan Agreement shall be construed and interpreted according to the internal laws of the State of Nevada without regard to its conflicts of laws principles.
16.10	Notice. Any notice or filing required or permitted to be given to the Committee under this Plan shall be sufficient if in writing and hand-delivered, or sent by registered or certified mail, to the address below:

Benefits Committee
Ameristar Casinos, Inc.
3773 Howard Hughes Pkwy.
Suite 490 South
Las Vegas, NV 89169

Such notice shall be deemed given as of the date of delivery or, if delivery is made by mail, as of the date shown on the postmark on the receipt for registration or certification.

Any notice or filing required or permitted to be given to a Participant under this Plan shall be sufficient if in writing and hand-delivered, or sent by mail, to the last known address of the Participant.

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16.11	Successors. The provisions of this Plan shall bind and inure to the benefit of the Participant’s Employer and its successors and assigns and the Participant and the Participant’s designated Beneficiaries.
16.12	Spouse’s Interest. The interest in the benefits hereunder of a spouse of a Participant who has predeceased the Participant shall automatically pass to the Participant and shall not be transferable by such spouse in any manner, including but not limited to such spouse’s will, nor shall such interest pass under the laws of intestate succession.
16.13	Validity. In case any provision of this Plan shall be illegal or invalid for any reason, said illegality or invalidity shall not affect the remaining parts hereof, but this Plan shall be construed and enforced as if such illegal or invalid provision had never been inserted herein.
16.14	Incompetent. If the Committee determines in its discretion that a benefit under this Plan is to be paid to a minor, a person declared incompetent or a person incapable of handling the disposition of that person’s property, the Committee may direct payment of such benefit to the guardian, legal representative or person having the care and custody of such minor, incompetent or incapable person. The Committee may require proof of minority, incompetence, incapacity or guardianship as it may deem appropriate prior to distribution of the benefit. Any payment of a benefit shall be a payment for the account of the Participant and the Participant’s Beneficiary, as the case may be, and shall be a complete discharge of any liability under the Plan for such payment amount.
16.15	Court Order. The Committee is authorized to make any payments directed by court order in any action in which the Plan or the Committee has been named as a party. In addition, if a court determines that a spouse or former spouse of a Participant has an interest in the Participant’s benefits under the Plan in connection with a property settlement or otherwise, the Committee, in its sole discretion, shall have the right, notwithstanding any election made by a Participant, to immediately distribute the spouse’s or former spouse’s interest in the Participant’s benefits under the Plan to that spouse or former spouse.
16.16	Distribution in the Event of Taxation.

(a) In General. If, for any reason, all or any portion of a Participant’s benefits under this Plan becomes taxable to the Participant prior to receipt (by reason of Code Section 409A or otherwise), a Participant may petition the Committee before a Change in Control, or the Trustee of the Trust after a Change in Control, for a distribution of that portion of his or her benefit that has become taxable. Upon the grant of such a petition, which grant shall not be unreasonably withheld or delayed (and, after a Change in Control, shall be granted), a Participant’s Employer shall distribute to the Participant immediately available funds in an amount equal to the

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	taxable portion of his or her benefit (which amount shall not exceed a Participant’s unpaid vested Account Balance under the Plan). If the petition is granted, the tax liability distribution shall be made within 90 days of the date when the Participant’s petition is granted. Such a distribution shall affect and reduce the benefits to be paid under this Plan.
(b)	Trust. If the Trust terminates and benefits are distributed from the Trust to a Participant, the Participant’s benefits under this Plan shall be reduced to the extent of such distributions.

16.17

Insurance. Subject to the requirements of applicable law, the Employers, on their own behalf or on behalf of the Trustee of the Trust, and in their sole discretion, may apply for and procure insurance on the life of one or more Participants, in such amounts and in such forms as the Trust may choose. The Employers or the Trustee of the Trust, as the case may be, shall be the sole owner and beneficiary of any such insurance. Participants shall have no interest whatsoever in any such policy or policies, and at the request of the Employers shall submit to medical examinations and supply such information and execute such documents as may be required by the insurance company or companies to whom the Employers have applied for insurance.

16.18

Legal Fees to Enforce Rights After Change in Control. The Company and each Employer is aware that upon the occurrence of a Change in Control, the Board or the board of directors or equivalent governing body of a Participant’s Employer(s) (which might then be composed of new members) or a shareholder of the Company or the Participant’s Employers, or of any successor corporation, might cause or attempt to cause the Company, the Participant’s Employer(s) or such successor to refuse to comply with its obligations under the Plan and might cause or attempt to cause the Company or the Participant’s Employer(s) to institute, or may institute, litigation seeking to deny Participants the benefits intended under the Plan. In these circumstances, the purpose of the Plan could be frustrated. Accordingly, if, following a Change in Control, it should appear to any Participant that the Company, the Participant’s Employer(s) or any successor corporation has failed to comply with any of its obligations under the Plan or any agreement thereunder, or, if the Company, such Employer(s) or any other person takes any action to declare the Plan void or unenforceable or institutes any litigation or other legal action designed to deny, diminish or recover from any Participant the benefits intended to be provided, then the Company and the Participant’s Employer(s) irrevocably authorize such Participant to retain counsel of his or her choice, whose reasonable fees and charges shall be borne by the Company and the Participant’s Employer(s) (who shall be jointly and severally liable for such amounts), to represent such Participant in connection with the initiation or defense of any litigation or other legal action, whether by or against the Company, the Participant’s Employer(s) or any director, officer, shareholder or other person affiliated with the Company, the Participant’s Employer or any successor thereto in any jurisdiction.

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     IN WITNESS WHEREOF, the Company has signed this Plan document as of January 1, 2008.

Ameristar Casinos, Inc., a Nevada   corporation
By:	/s/ Peter C. Walsh
	Peter C. Walsh
	Senior Vice President and General Counsel

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Amended and Restated

Effective January 1, 2008

Ameristar Casinos, Inc.
Deferred Compensation Plan
Master Plan Document

TABLE OF CONTENTS

	Page
Purpose 1
ARTICLE 1 Definitions		1
ARTICLE 2 Selection, Enrollment, Eligibility		10
2.1 Selection by Committee		10
2.2 Enrollment Requirements		10
2.3 Eligibility; Commencement of Participation		10
2.4 Termination of Participation and/or Deferrals		11
ARTICLE 3 Deferral Commitments/Company Matching/Crediting/Taxes		11
3.1 Minimum Deferrals		11
3.1 Minimum Deferrals		11
3.2 Maximum Deferral		11
3.3 Election to Defer; Effect of Election Form		12
3.4 Withholding of Annual Deferral Amounts		12
3.5 Annual Company Contribution Amount		12
3.6 Annual Company Matching Amount		13
3.7 Rollover Contributions and Rollover Transfers		13
3.8 Investment of Trust Assets		13
3.9 Vesting		14
3.10 Crediting/Debiting of Account Balances		15
3.11 FICA and Other Taxes		17
3.11 FICA and Other Taxes		17
3.12 Distributions		18
ARTICLE 4 Short-Term Payout; Unforeseeable Financial Emergencies; Withdrawal Election		18
4.1 Short-Term Payout		18
4.2 Other Benefits Take Precedence Over Short-Term		18
4.3 Withdrawal Payout/Suspensions for Unforeseeable Financial Emergencies		18
4.4 Withdrawal Election		19
ARTICLE 5 Retirement Benefit		19
5.1 Retirement Benefit		19
5.2 Payment of Retirement Benefit		19
5.3 Death Prior to Completion of Retirement Benefit		20
5.4 Special Rule for Specified Employees		20
ARTICLE 6 Pre-Retirement Survivor Benefit		20

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	Page
6.1 Pre-Retirement Survivor Benefit		20
6.2 Payment of Pre-Retirement Survivor Benefit		20
ARTICLE 7 Termination Benefit		21
7.1 Termination Benefit		21
7.2 Payment of Termination Benefit		21
7.3 Special Rule for Specified Employees		21
ARTICLE 8 Disability Waiver and Benefit		22
8.1 Disability Waiver		22
8.2 Continued Eligibility; Disability Benefit		22
ARTICLE 9 Beneficiary Designation		22
9.1 Beneficiary		22
9.2 Beneficiary Designation; Change; Spousal Consent		22
9.3 Acknowledgment		23
9.4 No Beneficiary Designation		23
9.5 Doubt as to Beneficiary		23
9.6 Discharge of Obligations		23
ARTICLE 10 Leave of Absence		23
10.1 Paid Leave of Absence		23
10.2 Unpaid Leave of Absence		23
ARTICLE 11 Termination, Amendment or Modification		24
11.1 Termination		24
11.2 Amendment		24
11.3 Plan Agreement		25
11.4 Effect of Payment		25
ARTICLE 12 Administration		25
12.1 Committee Duties		25
12.2 Administration Upon Change in Control		25
12.3 Agents		26
12.4 Binding Effect of Decisions		26
12.5 Indemnity of Committee		26
12.6 Employer Information		26
ARTICLE 13 Other Benefits and Agreements		26
13.1 Coordination with Other Benefits		26
ARTICLE 14 Claims Procedures		27
14.1 Presentation of Claim		27
14.2 Notification of Decision		27

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	Page
14.3 Review of a Denied Claim		27
14.4 Decision on Review		28
14.5 Legal Action		28
ARTICLE 15 Trust		28
15.1 Establishment of the Trust		28
15.2 Interrelationship of the Plan and the Trust		28
15.3 Distributions from the Trust		28
ARTICLE 16 Miscellaneous		29
16.1 Status of Plan		29
16.2 Unsecured General Creditor		29
16.3 Employer’s Liability		29
16.4 Nonassignability		29
16.5 Not a Contract of Employment		29
16.6 Furnishing Information		30
16.7 Terms		30
16.8 Captions		30
16.9 Governing Law		30
16.10 Notice		30
16.11 Successors		31
16.12 Spouse’s Interest		31
16.13 Validity		31
16.14 Incompetent		31
16.15 Court Order		31
16.16 Distribution in the Event of Taxation		31
16.17 Insurance		32
16.18 Legal Fees to Enforce Rights After Change in Control		32

 iii

EX-10.3

Exhibit 10.3

REDEVELOPMENT PROJECT LEASE

BY AND BETWEEN

THE CITY OF EAST CHICAGO, INDIANA

AND SHOWBOAT MARINA PARTNERSHIP

REDEVELOPMENT PROJECT LEASE

     THIS REDEVELOPMENT PROJECT LEASE (“Lease”), made and entered into as of the 19th day of October, 1995, by and between the CITY OF EAST CHICAGO, DEPARTMENT OF REDEVELOPMENT, existing pursuant to Indiana Code 36-7-14 (the “City”) and SHOWBOAT MARINA PARTNERSHIP, an Indiana general partnership (“Tenant”),

WITNESSETH THE FOLLOWING:

Recitals:

     A. Pursuant to IC 36-7-14 and IC 36-7-25 (collectively, the “Act”), the Indiana General Assembly has authorized redevelopment commission to approve plans for and determine that geographic areas within redevelopment districts are redevelopment areas.

     B. The East Chicago Redevelopment Commission (the “Commission”), pursuant to the provisions of IC 36-7-14-41 and Resolution No. 1165 and 1166, established a redevelopment area within the East Chicago Redevelopment District known as the Lake Front Development Area (the “Area”) and adopted a redevelopment plan for the Area, which resolution and Plan were amended by Resolution No. 1213 (collectively, the “Plan”).

     C. The Commission has determined, in order to fulfill the purposes and objectives of the Plan, to acquire certain real property within the Area, and has acquired certain real property in accordance with the provisions of applicable law.

     D. The Commission has, pursuant to and in accordance with the provisions of the Act, offered the real property so acquired for lease and has received an offer from Tenant for the lease of said real property which is in accordance with offering documents and meets the requirements and fulfills the purposes and objectives of the Plan.

     E. The Commission has determined that the development of the Redevelopment Project (as defined herein) as proposed in Tenant’s offer will be beneficial to the citizens are taxpayers of East Chicago, Indiana, and that it is in the best interests of the citizens and taxpayers of the East Chicago Redevelopment District for the City to enter into a lease as set forth herein.

     F. Pursuant to and in furtherance of the foregoing, the parties desire to enter into this lease.

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Lease Agreement

     NOW, THEREFORE, in consideration of the foregoing premises, the mutual covenants of the parties herein contained, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the City hereby demises and lets to Tenant, and Tenant hereby leases from the City, the Leased Premises, for the term and upon the covenants, terms and conditions herein contained, and in connection therewith the parties now agree as follows:

ARTICLE I.

Leased Premises

     Section 1.01. Description of the Leased Premises. The Leased Premises shall be and consist of certain real property described in Exhibit “A” attached hereto and incorporated herein by this reference and all rights, privileges, easements and other interests appurtenant to such Leased Premises (collectively called the “Leased Premises”). Upon the completion of any survey required or permitted hereunder, the legal description contained in Exhibit “A” shall be amended to reflect the legal description included in such survey to the extent such legal description differs from the description in Exhibit “A” attached hereto. To the extent required or permitted under this Lease, Tenant shall have the right to construct upon the Leased Premises any and all buildings, structures and improvements and to make any alterations thereof for the Redevelopment Project as described in Section 5.02.

     Section 1.02. Leasehold Title Insurance. Prior to the Possession Date, Tenant may obtain a commitment issued by Chicago Title Insurance Company (the “Title Company”) for a leasehold policy of title insurance, in which commitment said insurance company shall agree that, after execution, delivery and recordation of a memorandum of this Lease and payment of the applicable premium, it will insure, for to be determined by Tenant Dollars ($    ) Tenant’s leasehold interest in the Leased Premises, subject only to current nondelinquent real estate taxes and such other matters as Tenant shall agree to in writing and with such policy endorsements as Tenant or any Provider may request. Tenant shall provide a copy of the commitment to City. In the event Tenant deems unacceptable any defect in title or other matter disclosed in such commitment or any refusal of the Title Company to agree to issue any policy endorsement (“Title Defect”), Tenant may either waive such Title Defect or may give written notice to City of such Title Defect, and City shall have fifteen (15) days in which to cure such Title Defect. In the event City fails to effect such a cure, Tenant may terminate this Lease by written notice to City and obtain a refund of any sums paid as rental to the date of such notice, or Tenant may waive such Title Defect.

     Section 1.03. Boundary Survey. Prior to the Possession Date, Tenant may, at Tenant’s expense, obtain a boundary survey of the Leased Premises. Such survey shall be prepared to the standards for an Indiana Land Title Association Minimum Standard Detail Survey and shall

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certify as to whether any portion of the Leased Premises is located within a flood hazard zone. Tenant shall provide a copy of the survey to City. Such survey shall contain such other certifications as Tenant or any Provider may request. In the event the survey discloses any matter that is unacceptable to Tenant, Tenant may either waive such matter or may give written notice to City of such unacceptable matter, and City shall have fifteen (15) days in which to cure such matter. In the event City fails to effect such a cure, Tenant may terminate this Lease by written notice to City and obtain a refund of any sums paid as rental to the date of such notice, or Tenant may waive such matter.

     Section 1.04. Environmental Assessment. Prior to the Possession Date, Tenant may conduct such environmental assessments as it deems prudent in its sole discretion. Tenant shall provide copies to City of any such environmental assessments performed. If such assessments reveal environmental conditions that are not acceptable to Tenant, Tenant may terminate this Lease by giving notice thereof in writing to the City, if, within fifteen (15) days after notice of such condition, the City refuses to undertake a cure of such environmental condition. If the City undertakes a cure of any such environmental condition, it shall complete such cure diligently to the satisfaction of Tenant and any Provider.

     Section 1.05. Covenants of the City. The City’s demise to Tenant hereunder is expressly made subject to the following:

(a)	The lien of real estate taxes, if any, and all general and special governmental assessments, dues, charges and impositions not delinquent;
(b)	All easements, restrictions, agreements, covenants and other matters of record to which Tenant consents in writing;
(c)	The rights of the public to reasonable access to the marina basin adjacent to the real estate conveyed to the City by the East Chicago Park and Recreation Board pursuant to a Quitclaim Deed dated May 17, 1994 and the beach area located on the eastern portion of the such real estate, which areas shall be administered by the East Chicago Park and Recreation Department, which rights shall be incorporated in an appropriate easement(s) agreement among the City, the Tenant and the East Chicago Park and Recreation Board.

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ARTICLE II.

Term

     Section 2.01. Term and Holdover. The term of this Lease shall be deemed to have commenced on the date that Tenant receives from the Indiana Gaming Commission a certificate of suitability as authorized under regulations of said Commission (the “Commencement Date”). The parties shall execute a separate writing acknowledging the Commencement Date), which shall be recorded in the Office of the Recorder of Lake County, Indiana. This Lease shall continue to and including the thirtieth anniversary of the Commencement Date or the last day of any renewal term under Section 2.04 hereof, (the “Termination Date”), unless sooner terminated under the provisions of this Lease (the “Term”). In the event that Tenant remains in possession of the Leased Premises with the consent of the City after the expiration of this Lease, without any extension or renewal of the Term, Tenant shall be deemed to be a tenant from month-to-month, at a monthly rental of one-twelfth (1/12) the then current rental of the Leased Premises and subject to all other covenants, terms and conditions of this Lease, insofar as applicable to a month-to-month, tenancy. Such month-to-month tenancy shall be terminable by either party upon thirty (30) days written notice to the other, delivered as of and prior to the end of any calendar month. The exercise by Tenant of its right under Section 17.02 of this Lease to enter the Leased Premises during the sixty (60) day period following the expiration of this Lease for the purpose of removing of trade fixtures, business equipment and personal property from the Leased Premises to the extent permitted by Section 17.02 of this Lease shall not be deemed to constitute a holding over or create a tenancy from month-to month hereunder. Tenant shall, however, during such period continue to be bound by the duties, covenants and agreements of Tenant under this Lease, including, without limitation, the covenants and agreements relating to insurance and indemnification, excepting only the obligation to pay rent.

     Section 2.02. Early Termination by Tenant. At any time subsequent to the eighth anniversary of the Commencement Date, in the event that Tenant, in its sole discretion, shall determine that it is no longer economically feasible to operate the Redevelopment Project, Tenant may terminate this lease upon ninety (90) days written notice to the City. Upon termination, the Tenant shall pay, in a lump sum, an amount equal to one year’s annual rental at the time of termination. The duties and obligation of the parties in the event of an early termination under this Section shall be the same as the duties and obligations of the parties set forth in this Lease upon expiration of this Lease at the end of its full term.

     Section 2.03. License Contingency. The City acknowledges that the ability of Tenant to perform its obligations under this Lease is contingent upon Tenant acquiring from the State of Indiana a license to operate a riverboat gaming casino. In the event that (a) a person other than Tenant is issued such license or (b) Tenant has not received a certificate of suitability under the regulations of the Indiana Gaming Commission within three (3) years of the date of the Commencement Date, does not have its license renewed, or has its license revoked or suspended, either party may terminate this Lease by written notice to the other party. In the event the Lease is not so terminated, the obligations of the parties shall continue hereunder,

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except that any obligations of Tenant hereunder relating to the operation of a riverboat gaming casino shall be suspended until such time, if any, that Tenant obtains a certificate of suitability, a renewal of its license, or the issuance of a license that has been suspended or revoked. In the event the Lease is terminated and all or a portion of the Leased Premises is subsequently leased to a person other than Tenant who has obtained a license to operate a riverboat gaming casino, Tenant shall be reimbursed by such new tenant for all its costs and expenses incurred in connection with the work described in Section 5.01 hereof, which costs shall be documented to the City’s reasonable satisfaction, and the City shall also use its good faith efforts to cause any new tenant of the Leased Premises to reimburse Tenant for all leasehold expenditures made by Tenant to the date of termination, including, but not limited to, rental payments made and the costs and expenses of all leasehold improvements, fixtures and equipment. Tenant reserves the right upon termination of the Lease for the reasons stated in the Section 2.03 to demolish or remove all leasehold improvements, fixtures and equipment constructed of installed by it, in which event the City shall have no obligation under the preceding sentence to seek reimbursement of the costs of leasehold improvements to the extent such have been demolished or removed.

     Section 2.04. Renewal Terms. The term of this Lease may be extended for two (2) additional thirty (30) year terms at the election of the Tenant in writing, which election may be made at any time prior to the expiration of the then existing term.

     Section 2.05. Early Possession. Tenant shall be entitled to exclusive possession of the Leased Premises from and after the Possession Date, and the parties shall be bound by the terms and provisions of this Lease from and after the Possession Date, provided that Tenant shall not be obligated to pay any annual rental payment (except for the 1/2 payment payable upon execution hereof as provided in Section 4.01) until the Commencement Date.

ARTICLE III.

Definitions

     The following terms, whenever appearing in this Lease with initial capital letters, shall have the respective meanings set forth or referred to in this Article III:

(a)	“Condemnation Proceeds” shall mean the total aggregate award resulting from any condemnation proceedings with respect to the Leased Premises and Redevelopment Project, exclusive of any award to Tenant or any of its sublessees or licensees as an award for loss of business or moving expenses.
(b)	“Construction Period” shall mean the period during which the Redevelopment Projects is initially constructed.
(c)	“Constructive Total Taking” shall mean a taking in a condemnation proceeding of such scope that the remaining portion of the Leased Premises and

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	Redevelopment project would be insufficient to permit the economically feasible operation of the Leased Premises and Redevelopment Project.
(d)	“Environmental Laws” shall mean federal, state and local laws and implementing regulations, effective on or after the Commencement Date, relating to pollution or protection of the environment, including laws or regulations relating to emissions, discharges, releases or threatened releases of pollutants, contaminants, chemicals or industrial, toxic or hazardous substances or wastes into the environment (including without limitation ambient air, surface water, ground water or land), or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of pollutants, contaminates, chemical or industrial, toxic or hazardous substances or wastes. Such laws shall include, but not be limited to, the Comprehensive Environmental Response, Compensation and Liability Act, as amended, 42 U.S.C. § 9601, et seq (“CERCLA”), the Resource Conservation and Recovery Act, as amended, 42 U.S.C. § 3251, et seq. the Federal Water Pollution Control Act, as amended, 33 U.S.C. § 466 et seq. (“Clean Water Act”), and Indiana Code, Title 13 - Environment, as amended.
(e)	“Event of Default” shall have the meaning set forth in Section 11.01 herein.
(f)	“Possession Date” shall mean the date upon which the City receives written notice from Tenant of Tenant’s election to take possession of the Leased Premises.
(g)	“Redevelopment Project” shall have the meaning set forth in Section 5.02 herein.
(h)	“Provider” shall mean an entity empowered to make loans, enter into other financing arrangements, own, lease, purchase or sell property or by any other means provide for buildings and other improvements and equipment on real estate, and the acquisition and disposal of interests in such buildings, improvements, equipment and real estate which furnishes to Tenant (its successors and assigns) the primary source of funds, buildings, improvements, equipment or other things secured by or in connection with any mortgage, assignment, lease, sublease, purchase subject to seller’s right of repurchase or other encumbrance, financing, sale or lease document or agreement whatsoever, relating to the financing, refinancing, construction, sale, lease or development of the Redevelopment Project.
(i)	“Termination Date” shall have the meaning set forth in Article II herein.
(j)	“Trustee” shall have the meaning set forth in Article XXII herein.
(k)	“Unavoidable Delays” shall mean any delay in the achievement of any deadline required under this Lease by reason of fire, casualty, strikes, lockout, labor

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troubles, failure of power, governmental authority, riots, insurrection, war or other reason of like nature, or failure of timely performance by the other party which delay, hindrance or prevention of performance is not within the reasonable control of the party obligated to perform and is not avoidable by reasonable diligence.

ARTICLE IV.

Lease Consideration

      Section 4.01. Rent. This consideration for this Lease shall be (a) an annual rental of Four Hundred Thousand Dollars ($400,000.00), subject to the adjustments as provided below, through the Term and any extension of the Term pursuant to Section 2.04 and (b) Tenant’s undertakings for the development of the Redevelopment project on the Leased Premises as described in Section 5.02. The annual rental shall be payable to the City on the Commencement Date and on each anniversary of the Commencement Date by check subject to collection at the address of the City specified in Article XX hereinbelow, provided that the first annual rental payment shall be paid one-half (1/2)upon execution of this Lease and one-half (1/2) upon the Commencement Date.

      Section 4.02. Adjustments to Annual Rent. The annual rental payable hereunder shall be adjusted beginning on the third anniversary date of the Commencement Date and on the same date of every third year thereafter, each such date being called a Rental Adjustment Date. Such adjustments shall be based upon increases in the Consumer price Index (hereinafter the “Index”), all items, published by the Bureau of Labor Statistics, United States Department of Labor. In computing the rental adjustment for each Rental Adjustment Date (the “Current Rental Adjustment Date”) the Index last published preceding the last preceding Rental Adjustment Date (the “Prior Rental Adjustment Date”) or preceding the Commencement Date in event of the first adjustment), shall be the base Index for purposes of calculating the annual rental for the three (3) year period commencing on the Current Rental Adjustment Date. Any increase in the Index from the base Index to the Index last published preceding the Current Rental Adjustment Date shall be computed as a percentage and the annual rental to be paid by Tenant during the three (3) year period commencing on the Current Rental Adjustment Date shall be the annual rental payable by Tenant for the period immediately prior to the Current Rental Adjustment Date multiplied by the sum of One Hundred Percent (100%) plus such change in the Index; but shall in no event be less than the annual rental payable by Tenant for the period immediately prior to the Current Rental Adjustment Date. Notwithstanding the foregoing the rental adjustment made for any Rental Adjustment Date shall not exceed. One Hundred Five Percent (105%) of the annual rental determined on the Prior Rental Adjustment Date (or the Commencement Date in the event of the first adjustment).

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ARTICLE V.

Construction of Redevelopment Project

Section 5.01. The City’s Assistance.

(a) The City shall in good faith take all procedural steps that are reasonably and lawfully required and necessary to enable the Tenant, its sublessees and/or a not-for-profit building corporation to finance and construct a breakwall, public parking facility, roadwork for ingress and egress and utilities (sewer, water, gas, electric, etc.) to the Redevelopment Project. The parties acknowledge that such activity is to be financed through a lease financing under applicable Indiana statutes.

Section 5.02. Redevelopment Project. The “Redevelopment Project” shall mean:

(a)

The development and construction of a first class riverboat casino to be developed and operated by Tenant, as licensed to do so under the provisions of IC 4-33, which may include land-based facilities, including, but not limited to restaurants, entertainment facilities and parking areas, and other facilities or uses necessary and desirable for the operation of the riverboat casino, all in accordance with the provisions of the Lakefront Development Area Redevelopment Plan, as amended, and substantially in accordance with Tenant’s bid submitted to City on August 9, 1994.

(b)

Any and all buildings, structures, improvements, fixtures, equipment and appurtenances necessary or incidental to the construction, maintenance and operation of the project described in paragraph (a) and any alterations thereof.

      Section 5.03. Completion of the Redevelopment Project. Tenant shall within one hundred eighty (180) days after receipt of a certificate of suitability from the Indiana Gaming Commission cause the commencement of construction of the Redevelopment Project and diligently pursue such construction to completion in a good and workmanlike manner. Tenant shall use its best efforts to cause the construction of the Redevelopment Project to be completed to such an extent that subject to Unavoidable Delays (which shall not include failure to obtain financing), the Redevelopment Project is substantially ready for operation no later than eighteen (18) months following the receipt of such certification of suitability (the “Substantial Completion Date”). In the event the Redevelopment Project is not substantially ready for operation by the Substantial Completion Date, Tenant agrees to pay to City, as liquidated damages, the sum of $250,000.00 per month until the Redevelopment Project is substantially ready for operation, it being agreed between the parties that actual damages to the City for such failure cannot be determined; provided, however, that Tenant shall not be liable for the payment of such liquidated damages if it has, prior to the Substantial Completion Date, opened a temporary riverboat gaming casino for operation.

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      Section 5.04. Compliance with Laws. Insurance Policies. Tenant shall cause the construction of the Redevelopment Project, and the same to be constructed and completed, in compliance with all requirements of law (including Environmental laws and building codes) and all ordinances, regulations, rules or orders of any public agency or authority relating thereto. Tenant shall provide evidence of insurance coverages, in the form of certificates of new policies or endorsements to existing policies, showing Tenant to be insured during the period of construction, under policies providing the coverages required under Article XII hereinbelow, and naming the City as an additional insured, as appropriate. Tenant shall comply with all requirements and conditions of such policies to ensure continuation of the same throughout the course of the construction of the Redevelopment Project.

ARTICLE VI.

Mortgages: Financing Documents and Liens

      Section 6.01. Fee Mortgages or Liens. The City hereby covenants and agrees that during the term of this Lease (and any extension or renewal hereof), the City shall not mortgage, pledge or otherwise create, security interests or other liens or encumbrances upon or affecting the City’s fee estate in the Leased Premises or its reversionary interest in the Redevelopment Project, or any part thereof which is superior to the interest of Tenant or the Provider or encumbers the interests of Tenant, except with the prior written consent of Tenant and the Provider except for such liens as may be created by stature or law; provided that such liens or encumbrances are in all events subordinate to the interests of Tenant hereunder and the interests of any tenant under any lease entered into pursuant to 6.03(f) herein.

      Section 6.02. Leasehold and Project Financing Documents. Tenant and every successor and assignee of Tenant shall have the right, at any time and from time to time, without the City’s consent, to mortgage, assign, lease, sublease, sell with right to lease back or repurchase or otherwise pledge or hypothecate its entire interest under this Lease or the entirety of the Leased Premises and the Redevelopment Project, in each case as collateral security for or in connection with any loan or other furnishing of funds, building construction, futures or equipment, from the Provider, to finance or refinance its interests in the Leased Premises and the Redevelopment Project or to obtain fixtures, equipment or construction in connection with the Redevelopment Project provided, that the primary security for such financing or refinancing or such construction or provision of fixtures or equipment shall consist of Tenant’s interests in the Leased Premises and Redevelopment Project and the income therefrom together with letters of credit, cash collateral accounts, guarantees and similar credit-enhancement documents.

      Section 6.03. Notices and Rights Upon Default. Tenant shall provide the City with conformed copies of any and all encumbrances or financing documents given upon its interest in the Leased premises and the Redevelopment Project, and shall give the City written notice of the name and address of the Provider involved in any such transactions. If the foregoing information has been provided to the City, the City agrees that so long as any such encumbrance

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or financing document shall remain in satisfied of record or until written notice of satisfaction is given to the City by such Provider, the following provisions shall apply:

(a)	Contemporaneously with any notice by the City to Tenant, the City shall serve upon such Provider a copy of each notice given to Tenant under this Lease. No such notice shall be effective as against such Provider unless and until a copy thereof is served upon such Provider.
(b)	In the case of any Monetary Event of Default (as such term is defined in Article XI of this Lease), the City shall not terminate this Lease until thirty (30) days after the later of (a) expiration of Tenant’s applicable cure period, or (b) receipt by such Provider of its copy of any such notice to remedy or cause to be remedied the Monetary Event of Default which is the basis of the notice; and further provided, that said thirty-day period shall be extended by a time commensurate with any period during which the said Provider cannot take action against Tenant or the Leased Premises on account of the stay under § 362 of the Bankruptcy Code or comparable provision under any future laws relating to the protection of debtors. The City shall accept performance by such Provider as performance by Tenant. If Tenant has had its license revoked or denied, the City may terminate this Lease under Section 2.03 without regard to this paragraph (b).
(c)	In the case of any Non-Monetary Event of Default or Bankruptcy Event of Default (as such terms are defined in Article XI of this Lease), the City shall not terminate this Lease without first giving to the Provider a reasonable time within which to cure such default, if possible, or to institute and complete foreclosure or other appropriate legal or equitable proceedings, obtain possession of the Leased Premises (including possession by a receiver), or otherwise acquire Tenant’s estate under this Lease. In the case of a Bankruptcy Event of Default, such default shall be deemed to be cured upon the Provider completing such proceedings or otherwise obtaining Tenant’s estate under this Lease. In the case of any Non-Monetary Event of Default, the Provider shall have forty-five (45) days from the date on which it obtains possession and control of the Leased Premises to cure the Non-Monetary Event of Default, provided, that, if the Non-Monetary Event of Default is susceptible of being cured only by any such Provider’s acquisition of title to Tenant’s estate under this Lease, such Provider shall have forty-five (45) days from the date on which such title is acquired by any of them to cure such Event of Default. In the event that it is not possible to effect such cure within said forty-five (45) day period shall be extended as necessary to effect such cure so long as any such Provider gives the City notice of intention to cure with a written proposal outlining the action the Provider intends to take and a schedule (timetable) therefor (the “Cure Proposal”) and commences efforts to cure within said period and thereafter continuously and diligently pursues the same to completion in accordance with the Cure Proposal.

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	The provisions of this paragraph (c) of this Section 6.03 are conditioned on such Provider promptly commencing and diligently pursuing to completion appropriate legal or equitable proceedings against the Leased Premises or otherwise attempting with reasonable diligence to obtain possession of the Leased Premises and/or Tenant’s estate under this Lease. The right of the Provider under this paragraph (c) shall be exercisable concurrently, not sequentially. For purposes of this paragraph (c), possession of the Leased Premises by a receiver or trustee in bankruptcy shall not be deemed possession by the Provider.
(d)	Such provider shall not be required to continue possession or continue foreclosure proceedings under this Section 6.03 if the particular Event of Default has been cured by Tenant.
(e)	No amendment, modification, surrender or cancellation of this Lease (other than a termination by the City in compliance with the conditions of this Article VI or except as may be permitted pursuant to Section 2.02 or 2.03 hereof) shall be effective without written approval of the Provider of which the City has been given notice as provided above; and so long as such Provider shall have an interest of record in the Leased Premises and/or Redevelopment Project, no unification of the respective interests of the City and Tenant therein in any one person or entity (other than a termination of this Lease by the City in compliance with the conditions of this Article VI or except as may be permitted pursuant to Section 2.02 or 2.03 hereof) shall be deemed to create a merger of such interests. The City and Tenant shall not enter into any agreement modifying, canceling or surrendering this Lease without the prior written consent of such Provider.
(f)	In the event of the termination of this Lease for any reason prior to the expiration of the Term, whether by summary proceedings to dispossess service of notice to terminate or otherwise, the City shall serve upon the Provider of which the City has been given notice as provided above a written notice that the Lease has been terminated together with a statement of any and all sums which would at that time be due under this Lease but for such termination and of all other defaults, if any, under this Lease then known to the City. To the extent then permitted by law, such Provider shall thereupon have the option to obtain a new lease in accordance with and upon the following terms and conditions:

(i)	Upon the written request of such Provider, within thirty (30) days after service of such notice that the Lease has been terminated, the City shall enter into a new lease pursuant to the next paragraph for the Leased Premises and Redevelopment Project with such Provider (or its designee).
(ii)	Such new lease shall be entered into at the cost of the tenant thereunder, shall be effective as of the date of termination of this Lease, and shall be for the remainder of the Term and at the rent and upon all the agreements,

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terms, covenants and conditions hereof, including any applicable rights of extension. Such new lease shall require the tenant to perform any unfulfilled obligation of Tenant under this Lease. Upon the execution of such new lease, the tenant named therein shall pay any and all sums which at the time of the execution thereof shall be due under this Lease but for such termination:

(g)

Any notice or other communication which the City shall desire or is required to give or to serve upon the Provider of which the City has been given notice under this Lease shall be in writing and shall be served by Registered or Certified Mail, return receipt requested, addressed to such Provider at its address as set forth in any encumbrance of financing document, or in the last assignment thereof delivered to the City pursuant to this Article VI, or at such other address as shall be designated by such Provider by notice in writing given to the City.

(h)

Any notice or other communication which such Provider shall desire or is required to give to or serve upon the City shall be deemed to have been duly given or served if sent by Registered or Certified Mail to the City in accordance with Article XX of this Lease or at such other addresses as shall be designated by the City by notice in writing given to such Provider by registered mail.

     Section 6.04. Provider’s Liability. If the Provider shall acquire title to Tenant’s interest in this Lease, by foreclosure of a mortgage thereon or by assignment in lieu of foreclosure, or by any other legal or equitable proceedings, or by an assignment from a nominee or wholly owned subsidiary corporation of such Provider, or under a new lease pursuant to this Article VI, such Provider may assign such lease to a person holding a license to operate a riverboat gaming casino and shall have no liability for the performance of observance of the covenants and conditions in such lease contained on Tenant’s part to be performed and observed from and after the date of such assignment. Any Provider acquiring title to Tenant’s interest in this Lease shall be required within 12 months thereafter to either obtain a license to operate a riverboat gaming casino or to assign the Lease to a person holding such a license, and, in the event such Provider fails to so obtain a license or assign the Lease within such time period, this Lease shall automatically terminate.

     Section 6.05. No Obligation to Cure. Nothing contained in this Lease shall require the Provider to cure or undertake to cure any default of Tenant, unless and until such Provider elects to exercise any right under the foregoing Section 6.03 as to which such cure or undertaking to cure is a condition.

     Section 6.06. Notice to the City. Tenant shall provide the City written notice of any default by Tenant pursuant to any encumbrance or other financing documents upon or against Tenant’s interest in the Leased Premises and Redevelopment Project, and Tenant shall obtain the agreement of the Provider that said Provider will provide the City with notice of any default by Tenant of its agreements with the Provider. Tenant shall also attempt in good faith to obtain

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the agreement of the Provider to accept any cure tendered by the City (without obligation of the City to undertake any such cure) of any such default.

     Section 6.07. Further Assurances. The City hereby covenants and agrees to execute such additional documents and to take such additional actions as the Provider may reasonably require to further assure, implement and give effect to the security of such Provider under any encumbrance or financing document which such Provider and Tenant may hereafter enter into in connection with the financing or refinancing of the costs of the Redevelopment Project, subject, however, to the provisions of Section 6.02 of this Lease and provided that the form and substance of such documents are reasonably satisfactory to the City or that such actions do not adversely affect the City.

ARTICLE VII.

Discharge of Liens

     Section 7.01. Covenant Against Liens. Tenant shall not create or permit to be created or to remain, and shall promptly discharge, any mechanic’s, laborer’s or materialmen’s lien or any conditional sale agreement, title retention agreement or mortgage, which might be or become a lien, encumbrance or charge upon the Leased Premises or any part thereof having any priority or preference over or ranking on a parity with the estate, rights and interests of the City in the Leased Premises or any part thereof.

     Section 7.02. Contesting of Liens. If any mechanic’s, laborer’s or materialmen’s lien shall be filed at any time against the Leased Premises or any part thereof, Tenant shall cause the same to be discharged of record within sixty (60) days after notice of the filing thereof by payment, deposit, bond or order of a court of competent jurisdiction; provided, that Tenant shall have the right to contest the validity of such lien in any manner permitted by law, so long as Tenant shall provide to the City title insurance, bond or other assurance or security in an amount equal to one hundred percent (100%) of the amount of the claim, if and to the extent that the claimed lien has, or lawfully may, attach to or adversely affect the City’s interest in the Leased Premises, and shall thereafter diligently proceed to cause such lien to be removed or discharged. If Tenant shall fail to discharge or seek to discharge any such lien affecting the Leased Premises, then the City may, but shall not be obligated to, discharge the same, either by paying the amount claimed to be due or by procuring the discharge of such lien by depositing in court a bond for the amount claimed, or by giving security in such other manner as is, or may be permitted by law, and Tenant shall reimburse and indemnify the City in respect thereto, together with all costs, including attorneys’ fees related thereto or incurred in connection therewith.

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ARTICLE VIII.

Assignments and Subleases

     Section 8.01. Assignment and Sublease. Tenant may assign its interest in this Lease to a person who has obtained a license to operate a riverboat gaming casino, a not-for-profit building corporation, a Provider or a Trustee and may sublease or permit to be Sub-subleased all or any part of the Leased Premises all without the consent of the City, provided that any assignment to a Provider or Trustee shall terminate and be of no effect, if within twelve (12) months of such assignment, such Provider or Trustee has been unable to further assign the Lease to a person that has obtained a license to operate a riverboat gaming casino or has failed to obtain such a license on its own behalf, and such limitation shall be stated on any document assigning such Lease. A trustee in bankruptcy shall be permitted to assign this Lease for a period of twelve (12) months following its assumption of the Lease to a person that has obtained a license to operate a riverboat gaming casino or to any other person approved by the City. Any assignment of Tenant’s entire interest in the Lease shall to the extent required by law, be subject to the approval of the Indiana Gaming Commission.

     Section 8.02. Tenant’s Liability Upon Assignment. Notwithstanding the assignment of the Lease by Tenant, Tenant shall remain liable for the performance of all of the obligations of Tenant under the Lease, until such assignee has obtained a license to operate riverboat gaming casino.

ARTICLE IX

Use Limitations

     Section 9.01. Use by Tenant. The Leased Premises shall be used primarily for the construction, development and operation of the Redevelopment Project as described in Section 5.02 above, and secondarily for incidental uses reasonably related thereto of the nature enumerated in Section 5.02(b) of this Lease, or in the event the Provider has an interest herein under circumstance permitted by Section 6.02 of this Lease and obtains possession of the Leased Premises and the Redevelopment Project, for the operation of a riverboat gaming casino and for related incidental uses by such new lessee.

     Section 9.02. Compliance with Laws, Insurance Policies etc. Through the Term, Tenant, at its sole cost and expense, shall promptly comply with all present and future laws (including Environmental Laws, building and zoning laws), ordinances, orders, rules, regulations and requirements of all federal, state and municipal governments, departments, commissions, boards and officers, including, out not limited to the Indiana Gaming Commission, and all orders, rules and regulations of the National Board of Fire Underwriters, the Indian Board of Fire Underwriters, or any other body or bodies exercising similar functions, which may be applicable to the Leased Premises, or to the use or manner of use of the Leased Premises, or to the owners, tenants or occupants thereof; provided, that Tenant shall be entitled to contest in

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good faith by appropriate proceedings any such legal requirements unless and until such contest shall subject the City to any penalty or sanction, and until such time as a final determination is made with respect to such legal requirements or until the City is subjected to a penalty or sanction for Tenant’s noncompliance, Tenant shall not be deemed to be in default under this Section 9.02. Tenant shall indemnify and hold the City harmless against all penalties, sanctions, costs, expenses, liabilities, claims, actions and causes of action, including attorneys’ fees caused by Tenant’s contesting of any proceedings or charge under this Section 9.02 Tenant shall likewise observe and comply with the requirements of all policies of insurance required to be supplied coverage, or cancellation thereof.

     Section 9.03 Covenant Against Waste. Tenant shall not do or suffer any waste to the Leased Premises or Redevelopment Project or any part thereof or any property adjacent thereto, or allow the Leased Premises or Redevelopment Project to be used in violation of a certificate of occupancy, if any, covering or affecting the use of the Leased Premises or Redevelopment Project or any part thereof, or in any manner which may, in law, constitute a nuisance, public or private. Tenant shall not permit use of any portion of the Leased Premises by the public or any third person. Tenant shall not allow the Leased Premises to be used so as to violate the Environmental Laws, including the “release” or “threatened release” of any “hazardous substance,” “pollutant” or “contaminant,” as those terms are defined in CERCLA, in, at or upon the Leased Premises.

ARTICLE X.

Repairs and Maintenance

     Throughout the Term, Tenant at its sole cost and expense, shall maintain the Leased Premises and Redevelopment Project in good repair and order and in safe and clean condition and shall make, from time to time, all necessary repairs, renewals and replacements thereof. In no event shall the City be required to make any repairs, improvements, additions, replacements, reconstructions or other changes to the Leased Premises or Redevelopment Project or perform any maintenance thereon during the Term.

ARTICLE XI.

Default Provisions

     Section 11.01. Events of Default. Any of the following shall constitute an “Event of Default” hereunder:

(a) If Tenant shall fail or refuse to pay when due any rent or any other sum or charge payable under this Lease, and such default shall continue for a period of thirty (30) days after notice from the City to Tenant specifying the items in default (herein called a “Monetary Event of Default”):

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(b)

If Tenant shall fail or refuse to perform or comply with any of the agreements, terms, covenants or conditions provided in this Lease (other than those referred to in the foregoing paragraph (a) or the following paragraph (c) of this Section) for a period of thirty (30) days after notice from the City to Tenant specifying the items in default; provided, however, that in the event such failure by its nature or due to Unavoidable Delays cannot be cured within such thirty (30) day period, then such thirty (30) day period shall be extended until such failure is cured, so long as Tenant gives the City notice of intention to cure with a written proposal outlining the action Tenant intends to take and a schedule (timetable) therefor (“Tenant’s Cure Proposal”) and commences its efforts to cure within such period and thereafter continuously and diligently (subject to Unavoidable Delays) pursues the same to completion in accordance with Tenant’s Cure Proposal (herein collectively called a “Non-Monetary Event of Default”): or

(c)

If (i) Tenant shall be adjudicated to be bankrupt or insolvent, or (ii) Tenant shall make an assignment for the benefit of creditors or shall file any petition or answer seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under the present Bankruptcy Code or any future federal bankruptcy act or any other present or future federal, state or other bankruptcy or insolvency state law, or (iii) Tenant shall seek, consent to or acquiesce in the appointment of any bankruptcy or insolvency trustee, receiver or liquidator of Tenant or of all or any substantial part of its properties or of the Leased Premises, or (iv) within sixty (60) days after the commencement of any proceeding against Tenant seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under the present Bankruptcy Code or any future federal bankruptcy act or any other present or future federal, state or other bankruptcy or insolvency statute or law, such proceeding shall not have been dismissed or such appointment shall not have been vacated or stayed (herein collectively called a “Bankruptcy Event of Default”):

then and in any such event, Tenant’s rights under this Lease shall terminate (subject, however, to the rights of the Provider to notice and cure provided for in Article VI of this Lease) sixty (60) days after the election of the City, made in writing to Tenant no more than sixty (60) days after the later of such event or the expiration of any applicable cure period, to terminate this Lease, and upon such election and the expiration of such ten (10) day period the rights of Tenant to the use and possession of the Leased Premises under this Lease, including such rights under any extension privileges whether or not exercised, shall expire and terminate (subject, however, to the rights of the Provider to notice and cure provided for in Article VI of this Lease).

     Section 11.02. Surrender. Upon any such termination of Tenant’s rights under this Lease pursuant to Section 11.01, hereof, Tenant shall quit and peacefully surrender the Leased Premises to the City in accordance with the provisions of Section 17.01 hereof.

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     Section 11.03. No Waiver. No failure by either the City or Tenant to insist upon the strict performance of any agreement, term, covenant or condition hereof or to exercise any right or remedy consequent upon a breach thereof shall constitute a wavier of any such breach or of such agreement, term, covenant or condition. No agreement, term, covenant or condition hereof to be performed or complied with by the City or Tenant, as the case may be shall be altered or modified except by a written instrument excited by the City and Tenant. No waiver of any breach shall affect or alter this Lease, but each and every agreement, term, covenant and condition hereof shall continue in full force and effect with respect to any other then existing or subsequent breach thereof.

     Section 11.04. Cumulative Remedies. Each right and remedy provided for in this Lease shall be cumulative and shall be in addition to every rights or remedy provided for in this Lease or now or hereafter existing at law or in equity or by statute or otherwise, and the exercise or beginning of this exercise by the City or Tenant of any such rights or remedies shall not preclude the simultaneous or later exercise by the party in question of any such rights or remedies, except as otherwise expressly provided in this Lease. The provisions of this Article XI are hereby expressly made subject to the provisions of Article XX and the rights and remedies of the Provider under Article VI.

ARTICLE XII.

Insurance

     Section 12.01. Tenant’s Liability Insurance. From the Possession Date and throughout the Term, Tenant shall maintain in force the following types and amounts of liability insurance, covering Tenant and, during any period in which construction, renovation, alteration or substantial repair work is being performed by third parties on the Redevelopment Project, Tenant’s construction contractors, subcontractors and agent, as appropriate; and at all times naming the City as an additional insured

     (a)  Comprehensive General Liability Insurance (“Occurrence” Form):

(i)	Basic coverage and limits: Bodily injury, including death resulting therefrom, and Property Damage to a Combined Single Limit of $1,000,000 per occurrence. A $1,000,000 annual aggregate limit applies to Premises-Operations Property Damage Liability and to the hazards of Products/Completed Operations and Contractual Liability.
(ii)	Extensions of coverage to include: Blanket contractual liability for written or oral contracts; Broad form property damage; Blanket explosion, collapse and underground coverage.

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(b) Umbrella Excess Liability:

(i) Limits:

(A)	Bodily Injury, Personal Injury and Property Damage to a limit of $5,000,000 per occurrence excess of the primary Comprehensive General Liability and Employer’s Liability, subject to a Project aggregate limit for all insured interests of $5,000,000 excess of the Primary annual aggregate limits.
(ii)	Coverage: Includes all underlying extensions of coverage.

(c) Changes in Limits: Notwithstanding the foregoing, and so long as City is named as an additional insured on Tenant’s liability insurance, the policy limits of Tenant’s insurance for tort claims shall not be less than the maximum liability of the City for tort claims under the Indiana Tort Claims Law (IC 34-4-16.5), as the same may be amended from time to time.

     Section 12.02. Automobile Liability Insurance. Throughout the Term, Tenant shall maintain in force, in its own name only and not in the name of the City or other third parties, automobile liability insurance covering the use of all owned, non-owned and hired vehicles, with bodily injury and/or property damage liability limits of $1,000,000 (combined single limit per accident).

     Section 12.03. Tenant’s Workers’ Compensation and Employer’s Liability Insurance. Throughout the Term, Tenant shall maintain the following amounts of workers, compensation and employer’s liability insurance, covering Tenant and, during any period in which construction, renovation, alteration or repair works being performed by third parties on the Redevelopment Project, Tenant’s construction contractors, subcontractors and agents, as appropriate, and at all times naming the City as an additional insured.

(a)	Coverage A- Statutory Benefits: Liability imposed by the Workers, Compensation and/or Occupational Disease statute of the State of Indiana and any other state or governmental authority if related to the work performed on the Redevelopment Project.
(b)	Coverage B- Employer’s Liability Limits of $1,000,000 Bodily Injury by accident                 $1,000,000 Bodily Injury by disease, and                 $1,000,000 Policy Limit by disease.
(c)	Extensions of Coverage to include: Broad Form All States Endorsement

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Sixty (60) days notice of cancellation.

     Section 12.04. Tenant’s Casualty-Loss Insurance. During the period of original construction of the Redevelopment Project, and during any period in which construction, renovation, alteration or repair work is being performed by third parties on the Redevelopment Project, Tenant shall maintain in force builder’s “all risk” property damage coverage to protect Tenant, its construction contractors, subcontractors and agents, as appropriate, and naming the City as an additional insured.

     At all times during the Term, Tenant shall maintain in force, through such builder’s all-risk coverage or through separate casualty-loss policies, insurance covering the Leased Premises and the Redevelopment Project, including all equipment in or apartment to the Leased Premises or Redevelopment Project essential to the operation and maintenance of the buildings (as distinguished from equipment for operation of the business conducted upon the Leased Premises) and all alterations, changes or additions thereto, naming the City, the Provider and Tenant, as their respective interests may appear, as insureds and insuring the Leased Premises and the Redevelopment Project against loss or damage by fire or other casualties covered by customary extended coverage endorsements, in such amounts as Tenant determines.

     Section 12.05. Proof of Insurance. All insurance provided for in this Article XII shall be effected under valid and enforceable policies, issued by insurers of recognized responsibility authorized to do business in Indiana Upon the execution of this Lease, and thereafter not less than fifteen (15) days prior to the expiration dates of any expiring policies theretofore furnished pursuant to this Article XII, originals of the policies (or, in the case of general public liability insurance, certificate of the insurers), shall be delivered by Tenant to the City bearing notations evidencing the payment of premises or accompanied by other evidence satisfactory to the City of such payment; except, that whenever the Leased Premises shall be subject to any mortgage may or other form of financing instrument to secure any debt of Tenant, such policies of insurance may be lodged with the Provider until the mortgage debt shall be paid, and certificates of such policies shall meanwhile be delivered to the City.

     Section 12.06. Notice of Cancellation. The insurance required by this Article XII shall contain a provision (to the extent that such provision is commercially available) that coverages afforded under the policies will not be canceled, not renewed or materially changed until sixty (60) days prior written notice has been given to both the City and Tenant and any other persons named as insured thereunder.

     Section 12.07. Adjustment in Insurance. Tenant shall provide such insurance, with such coverages and in such amounts, as may be agreed upon from time to time between Tenant and the Provider.

     Section 12.08. Waiver of Subrogation. The City and Tenant waive all rights against each other and against these for whom the other is legally liable for (i) all losses or damages covered by insurance provided for under this Article XII to the extent the upper limits of such

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insurance are adequate to cover such damages, it being the intent of this clause to allocate all risk of such loss to such insurance and (ii) for all losses and damages which are not covered by insurance but which could have been insured against by the insured. If the policies of insurance provided under this Article XII require an endorsement to provide for continued coverage where there is waiver of subrogation, Tenant will cause such policies to be so endorsed.

     Section 12.09. Application of Proceeds for Redevelopment Project. The proceeds of any and all policies of insurance upon the Redevelopment Project maintained pursuant to Section 12.04 of this Article XII shall be used as a trust fund toward the repair, reconstruction, replacement or rebuilding of the Redevelopment Project. Accordingly, all such policies of insurance shall provide that, as to any loss in excess of $500,000,00 , all proceeds payable at any time and from time to time by any insurance company under such policies shall be paid to the Trustee for the benefit of Tenant, the City, the Provider and any other person or entity having any interest under any such policy and applied by such Trustee as provided in this Lease. Tenant shall pay the reasonable charges of the Trustee for its services hereunder. The City, Tenant, the Provider and any other person or entity having an interest under any such insurance policy shall cooperate or with and aid the Trustee in collecting any and all insurance money and will execute and deliver as requested by the Trustee any and all proofs, receipts, releases and other instruments whatsoever which may be necessary or proper for such purpose. In the event that any person having an interest under any such insurance policy shall fail or neglect to cooperate or to execute, acknowledge and deliver any such instrument, the Trustee may, as the agent or attorney-in-fact of any such person, execute and deliver any proofs of loss or any other instruments as may seem desirable to the Trustee for the collection of such insurance moneys, and all such person or entities having obtained an interest in any such insurance policy shall be deemed to have irrevocably nominated constituted and appointed the Trustee its proper and legal attorney-in-fact for such purpose. As to all other policies, the proceeds shall be paid to the insured party or parties as their interests shall appear and in proportion to their respective insured losses.

     Section 12.10. Special Provisions. If reasonably obtainable, all such policies of insurance maintained pursuant to Section 12.01 and 12.03 hereinabove shall provide that the proceeds thereof shall be payable without regard to any fault or negligence of the City, Tenant, any contractor or agent of Tenant or any other person or entity having an interest under any such policy which may have caused or contributed to such loss and without my rights of the insurance company of sot-off, counterclaim or deduction against the City or Tenant.

     Section 12.11 General Provisions. In the event Tenant shall fail or refuse to obtain any insurance required by this Article XII, the City may obtain such insurance. The costs of such insurance shall constitute additional rent payable by Tenant upon demand by the City.

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ARTICLE XIII.

Indemnification

     Section 13.01. Indemnification by Tenant. Subject to the provisions of Section 12.08 and regardless of whenever separate, several, joint or concurrent liability may be imposed upon the City, Tenant shall, but only to the extent permitted by law, at its sole cost and expense, indemnify and save harmless the City and any member, officer, director agent, partner, trustee or employee thereof against and from any and all claims, liability and damages arising from or in connection with (a) Tenant’s possession, use or control of the Leased Premises or the Redevelopment Project, (b) any occurrence or circumstance on or related to the Leased Premises or Redevelopment Project (including the loss or damage to any property, including the Leased Premises, the injury to or death of any person, or the contamination of or adverse effects on the environment, which result from any pollutant or from any chemical, hazardous or toxic substances or wastes remitted from or discharged by the Redevelopment Project while occupied by Tenant), or (c) Tenant’s breach of any covenant or obligation under this lease, other than claims, liability or damages arising form failure of the City to perform or the negligence of the City in the performance of , any of its obligations hereunder or arising out of any willful acts of the City. The indemnification provided by this Section 13.01 shall include all costs, counsel fees, expenses and liabilities incurred in connection with any such claim, action or proceeding brought thereon; and. In case any action or proceeding shall be brought against the City by reason of any such claim, Tenant, upon written notice from the City, shall defend such action or proceeding. The terms of this Section 13.01 shall survive any termination of this Lease.

     Section 13.02. Indemnification by the City . Subject to the provision 12.08 and regardless of whether separate, several, joint or concurrent liability may be imposed upon Tenant, the City shall, but only to the extent permitted by law, at its sole cost and expense, indemnify and save harmless Tenant and the Provider from and against any all claims, liability and damages arising from the sole negligence of the City or arising out of any willful acts of the City. The indemnification provided by this Section 13.02 shall include all costs, counsel fees, expenses and liabilities incurred, in connection with any such claim, action or proceeding brought thereon. In case any action or proceeding shall be brought against the city by reason of any such claim, Tenant upon written notice from Tenant or such Provider shall defend such action and proceeding. The terms of this Section 13.01 shall survive any termination of this Lease.

ARTICLE XIV.

Casualty Damage

     Section 14.01. Tenant’s Obligation to Repair. In the event that, at any time during the Term, the Redevelopment Project shall be destroyed or damaged in whole or in part by fire or other cause within the extended coverage of the casualty insurance policies or builder’s risk policies required to be maintained by Tenant in accordance with Article XII of this Lease, then

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Tenant shall cause the same to be repaired, restored, or rebuilt within a period of time which, under all prevailing circumstances, shall be reasonable. In the repair or restoration of the Redevelopment Project under this Article XIV, Tenant will, as nearly as practicable, repair, restore, replace or rebuild the Redevelopment Project so damaged or destroyed to the condition and character of the Redevelopment Project existing immediately prior to such occurrence, subject to applicable zoning and building laws then in existence. Tenant shall be entitled to apply all insurance proceeds of policies maintained to pursuant Article XII of this Lease remaining after any required payments to the Provider to such repair, restoration, replacement and rebuilding. Tenant shall notify the City in writing of any payments (whether total or partial) made of insurance proceeds. If the insurance proceeds recovered in respect of any such insured damage or distraction, less any cost of recovery and any amounts required to be applied to repayment of the Provider, shall be insufficient to pay the entire cost of such repair, restoration, replacement or rebuilding, Tenant may bear the cost of such deficiency or in lieu of undertaking such repair, restoration, replacement or rebuilding, terminate this Lease upon written notice to the City. The time within which Tenant must perform any obligations under this Section 14.01 shall include a reasonable time to obtain and close the necessary equity or mortgage loan or other financing to cover any deficiency that Tenant agrees to bear.

     Section 14.02. Disbursement of Insurance proceeds in the Event of Repair by Tenant. The Trustee shall permit any insurance proceeds paid to it to be applied in payment of the cost of such repair, restoration, replacement and rebuilding of the Redevelopment Project by Tenant pursuant to the foregoing Section 14.01 as the same progresses, payments to be made against applications for payment properly certified by Tenant’s supervising, architect or other appropriate certifying official. The Trustee shall contribute out of such insurance proceeds with respect to each such certified application for payment an amount in proportion to such payment as the whole amount received by the Trustee shall bear to the total estimated cost of repairing or rebuilding the Redevelopment Project. If the insurance proceeds should exceed the cost of repairing or rebuilding the Redevelopment Project, the Trustee shall pay the balance remaining after payment of the cost of repairing or rebuilding the Redevelopment Project to Tenant. The Trustee may deduct from any insurance proceeds paid to it the amount of its charges for acting as such trustee and any reasonable expenses incurred by it in connection with such trust.

     Section 14.03. Prompt Performance of Work by Tenant. All work of repairing, replacing, restoring or rebuilding the Redevelopment Project by Tenant pursuant to the foregoing Section 14.01 shall be commenced within one hundred twenty (120) days after settlement shall have been made with the insurance companies, the insurance money shall have been paid to the Trustee and all necessary permits for such work shall have been obtained. All such work shall be governed by the provisions of Section 5.04 of this Lease and shall be completed within a reasonable time, under all prevailing circumstances. In case any mortgage, financing lease or other financing document on Tenant’s interest in the Leased Premises or Redevelopment Project shall be in force at the time of any damage to or destruction of any damage to or destruction of the Redevelopment Project shall be in force at the time of any damage to or destruction of the Redevelopment Project then, the Provider which is a party thereto is authorized to repair, replace, restore or rebuild the Redevelopment Project under the same terms and conditions as are applicable in the case of repair, restoration, replacement or rebuilding by Tenant. The Provider so respiring,

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replacing or rebuilding the Redevelopment Project shall, subject to compliance with all the conditions contained in this Article XIV, be subrogated to the rights of Tenant to the insurance proceeds payable as a result of the damage or destruction, and shall be entitled to have (and the City and Tenant hereby authorize the Trustee to so pay) all said insurance proceeds point out by the Trustee in the same manner in every respect as if the Provider were Tenant under this Lease.

ARTICLE XV.

Condemnation

     Section 15.01. Total Condemnation. If, at any time during the Term, there shall be a permanent total taking or a permanent Constructive Total Taking of the Leased Premises or Redevelopment Project in condemnation proceedings or by any right of eminent domain, Tenant may by written notice to the City elect to end the Term on the date of such taking, and Tenant shall remove its personal property from the Leased Premises without delay. The rent and all other items payable to Tenant under this Lease shall be prorated and paid to the date of such taking.

     Section 15.02. Proceeds of Total Condemnation. In the event of any such permanent total taking or Constructive Total Taking of the Leased Premises and Redevelopment Project and the termination of this Lease, the Condemnation Proceeds shall be allocated as follows:

a) To the City for its fee interest in the Leased Premises (including its interest as landlord under this Lease, and reversionary interest in the Redevelopment Project); and then,

b) To Tenant for its leasehold estate in the Leased Premises and its fee interest in the Redevelopment Project (subject to the City’s reversionary interest therein) immediately prior to such total taking or Constructive Total Taking.

Nothing herein contained shall impair the right to Tenant or any of its sublessees, licensees, concessionaires or others to the full award, compensation or damages payable as an award for loss of business or for moving expenses.

     Section 15.03. Partial Condemnation. In the event of a taking less than a Constructive Total Taking, this Lease shall not terminate or be affected in any way, except as provided in the following Sections 15.04, 15.05 and 15.06. In such case, the Condemnation Proceeds shall be apportioned and paid, to the extent available in the following priority:

(a) The Condemnation Proceeds shall be payable in trust to Tenant for application by Tenant to the cost of restoring and rebuilding the Redevelopment Project as required by the following Section 15.04; and

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     (b) The Condemnation Proceeds, if any, remaining after restoration shall, subject to the requirements of any financing documents and the rights of the Provider, be retained by Tenant, except to the extent of an equitable portion of the Condemnation Proceeds allocable by agreement of the City and tenant to the City on account of any taking of its reversionary fee title interest to any portion of the Leased Premises. If Tenant and the City cannot agree upon the amount of such payment, the amount of such payment shall be determined by an independent appraiser selected by agreement of the City and Tenant.

     Section 15.04. Restoration. In the event of a taking less than a Constructive Total Taking, Tenant, at its sole cost and expense (but subject to reimbursement from the Condemnation Proceeds) and regardless of whether the Condemnation Proceeds are sufficient for the purpose, shall proceed with due diligence to restore and rebuild the remaining portion of the Redevelopment Project, to the extent feasible to the condition and character in which the same was immediately prior to such taking. All such work in connection with the restoration and rebuilding of the Redevelopment Project shall be governed by the provisions of Section 5.04 of this Lease.

     Section 15.05. Rent Adjustment. In the event of a taking of the character referred to in the foregoing Section 15.03, this Lease shall terminate as to the portion of the Leased Premises so taken and the rent payable hereunder shall be proportionally adjusted from the date of the taking. Such adjustment shall be based on the ratio between the fair market value of Tenant’s leasehold estate in the Leased Premises at the date of taking to the fair market value of such leasehold estate remaining immediately thereafter, valued for the use being made of the Leased Premises by Tenant immediately prior to such partial taking.

     Section 15.06. Temporary Condemnation. If, at any time during the Term, the whole or any part of the Leased Premises or Redevelopment Project shall be taken in Condemnation Proceedings or by any right of eminent domain for temporary use or occupancy, except to the extent that Tenant may be prevented from so doing pursuant to the terms of the order of the condemning authority, or by the practical effects of such temporary taking, Tenant perform and observe all of the terms, covenants, conditions and obligations of this Lease on Tenant’s part to be performed and observed as though such taking and not occurred. In the event of any such taking of the character described in this section 15.06, Tenant shall be entitled to receive the entire amount of the Condemnation Proceeds awards for such taking, whether paid by way of damages, rent, costs of moving or restoration or otherwise, unless such period of temporary use or occupancy shall extend beyond the Term, in which case the Condemnation Proceeds shall be apportioned between the City and Tenant as of the date of termination of this Lease. Upon the expiration of any such period of temporary use or occupancy, if it be during the Term, Tenant will, to its sole cost and expense, restore the Leased Premises, as nearly as practicable, to the condition and character in which the same were immediately prior to such taking. Any portion of the condemnation Proceeds received by Tenant as compensation for the cost of restoration of the Leased Premises shall, if such period of temporary use or occupancy shall extend beyond the Term (and Tenant has not exercised its option to purchase), be paid to the City on the date

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of termination of this Lease, and Tenant shall be thereby relieved of its obligation hereunder to perform such restoration.

     Section 15.07 .. Rights to Appear. The City, Tenant and the Provider shall have the right to participate in any Condemnation Proceeding for the purpose of protecting their rights hereunder, and in this connection, specifically and without limitation, to introduce evidence to establish the value of or damage to the Leased Premises or Redevelopment Project.

     Section 15.08 .. Rights of Provider. Notwithstanding anything to the contrary contained in this Lease, the provisions of this Lease relating to the application of any proceeds arising from the taking of any part or all of the Leased Premises or Redevelopment Project in Condemnation Proceedings shall be subject to any rights reserved by the Provider having an interest herein under circumstances permitted by Section 6.02 of this Lease, to apply to the indebtedness to such Provider, all or may part of such proceeds.

     Section 15.09 .. City’s Exercise of Eminent Domain. To the extent permitted by law, City agrees not to use its powers of eminent domain in a manner that is inconsistent with the provisions of this Lease or that materially interferes with the enjoyment of the benefits hereof to Tenant.

ARTICLE XVI.

Consents and Approvals

     Section 16.01 .. Standard of Consent. Where any provision of this Lease requires the consent, cooperation or approval of either party, each party agrees that, except as otherwise expressly provided in this Lease (such as by use of words to the effect of “sole” and/or “complete” discretion), it will not unreasonably withhold, condition or delay such consent, cooperation or approval, and the reasonableness of each party’s determination shall be evaluated in accordance with any particular standards governing such particular consent or approval as expressly set forth in this Lease, or if no standards are expressly set forth, then in accordance with all relevant facts and circumstances. Where any provision of this Lease requires one party to do anything to the satisfaction of the other party agrees that it will not unreasonably refuse to state its satisfaction with such action.

     Section 16.02 .. waiver of Claims. Notwithstanding anything contained in this Lease, neither party shall have any claim, and hereby waives the right to any claim, against the other party for money damages or off-set by reason of any refusal, withholding or dealing by the other party of any consent, cooperation, approval or statement of satisfaction, and in such event, the requesting party’s only remedies therefore shall be and action for declamatory relief or specific performance to enforce any such requirement; provided, that this waiver shall not apply as to an refusal withholding or delay made in bad faith.

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ARTICLE XVII.

Surrender

     Section 17.01. Surrender of Leased Premises. Except as herein otherwise expressly provided in this Lease, Tenant shall surrender and deliver upon the Leased Premises to the City at the expiration of other termination of this Lease or of Tenant’s right to possession hereunder, without fraud or delay, in good order, condition and repair, except for reasonable wear and tear after the last necessary repair, replacement or restoration made by Tenant and except for damage by reason of my temporary condemnation to the extent Tenant is relieved of its obligation to restore the Leased Premises under Section 15.06 of this Lease, free and clear of all liens and encumbrances except the liens for taxes and assessments not then doe and payable, matters reflection in Section 1.05 here in above and any matters created, caused or consented to by the City, and without any payment of allowance whatever by the City on account of any improvements made by Tenant. The Redevelopment Project shall become the property of the City upon such expiration or termination.

     Section 17.02. Removal of Certain Property. All trade fixtures, business equipment and personal property furnished by or at the expense of Tenant or any subtenant shall be removed by or on behalf of Tenant within sixty (60) days following the expiration of other termination of this Lease but only if and to the extent that the removal thereof will not cause physical injury or damage to the Leased Premises of necessitate changes of repairs to the same.

     Section 17.30. Property Not Removed. Any personal property of Tenant or any subtenant which shall remain in or upon the Leased Premises for more than sixty (60) days after Tenant or any subtenant has surrendered possession of the Leased Premises shall be deemed to have been abandoned by Tenant or such subtenant, and at the option of the City, such property: (a) shall be retained by the City as its property: (b) shall be disposed of by the City in such manner as the City shall determine, without accountability to any person; or (c) shall be promptly removed by Tenant at Tenant’s expense upon written request from the City. The City shall not be responsible for any loss or damage occurring to any property owned by Tenant or any subtenant.

     Section 17.04. City’s Right to Requirement of Improvements. Upon surrender of the Leased Premises, the City may require Tenant, its sublessees or a not-for-profit building corporation to remove any improvements constructed by Tenant, its sublessees or a not-for-profit building corporation on the Leased Premises.

     Section 17.05. Survival of Terms. The terms of this Article XVII shall survive any termination of this Lease.

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ARTICLE XVIII.

Quiet Enjoyment

     Section 18.01. Tenant’s Right to Quiet Enjoyment. The City hereby warrants and represents that Tenant, upon paying rent and other charges herein provided for, and upon observing keeping all covenants, agreements and conditions of this Lease to be kept on its part, and also during the applicable periods specified in Section 11.01 of this Lease for curing any alleged default (subject, however, to the provisions of Section 6.03(b) and (c) of this Lease), shall quietly have and enjoy the Leased Premises during the Term without hindrance or molestation by anyone claiming by, through or under the City, subject, however, to the exceptions, reservations and conditions of this Lease.

     Section 18.02 .. The City’s Right of Entry. Tenant shall permit the City and its authorized representatives, upon reasonably prior notice, to enter the Leased Premises for the purpose of (a) inspecting the Leased Premises, or (b) making any repairs or performing any work in the Leased Premises or Redevelopment Project that may be necessary by reason of Tenant’s failure to make any such repairs of performs any such work. The City, however, shall proceed with such repairs no sooner than ten (10) days after receipt of written notice to Tenant, specifying the needed repairs and only if Tenant has not begun such repairs within such 10 day period. Nothing herein shall imply duty upon the part of the City to do any such work, and performance thereof by the City shall not constitute a waiver of Tenant’s default in failing to perform the same. During the progress of any work in the Leased Premises of Redevelopment Project performed by the City pursuant to the provisions of this Article XVIII, the City may keep and store therein all necessary materials, tools, supplies and equipment. The City shall not be liable for inconvenience, annoyance, disturbance, loss of business or other damage to Tenant or any subtenant by reason of making such repairs or performing any such work, or on account of bringing materials, tools, supplies and equipment into the Leased Premises or Redevelopment Project during the course thereof, and the obligations of Tenant under this Lease shall not be affected thereby. The City shall have the right to enter the Leased Premises without notice in the case of any emergency which required the exercise of the City’s governmental powers for the preservation or protection of the public health of safety.

ARTICLE XIX.

Certificates

     Each party shall, at the requesting part’s cost and expense, as reasonably requested by the other party from time to time and within ten (10) days after request by the other party, certify by written instrument, duly executed, acknowledged and delivered to the requesting party or any other person, firm or corporation specified by the requesting party:

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     (a) That this Lease is unmodified and in full force and effect, or, if there have been any modifications, that the same is in full force and effect as modified and stating the modifications;

     (b) Whether or not there are, to the best of the certifying party’s knowledge and belief, then existing any set-offs or defenses against the enforcement of any of the agreements, terms, covenants or conditions hereof and any modifications hereof upon the part of Tenant to be performed or complied with, and, if so, specifying the same;

     (c) The rent then payable under this Lease and the dates, if any, to which the rent and any other charges hereunder have been paid;

     (d) The dates of commencement and expiration of the Term;

     (e) Whether or not, to the best knowledge of the certifying party, the other party is in default in the performance of any covenant, agreement or condition contained in this Lease and, if so, specifying each such default.

ARTICLE XX.

Notices

     Any and all notices, demands, requests, submissions, approvals, consents, disapprovals, objections, offers or other communications or documents required to be given, delivered or served or which may be given, delivered or served under or by the terms and provisions of this Lease or pursuant to law or otherwise, shall be in writing and shall not be effective unless and until received; provided, that such notice shall be presumed to have been received, if hand-delivered, on the date of such delivery, and, if mailed, on the third business day following the date on which it is sent by Registered or Certified Mail, return receipt requested, first-class postage prepaid thereon and deposited with any regularly maintained United States Post Office, branch Post Office, Post Office Station or Substation, at the following addresses:

If to the City:	City of East Chicago
	4920 Larkspur Drive
	P.O. Box 394
	East, Chicago, In 46312
	Attention:	Join Artis, Director
If to Tenant:	Showboat Marina Partnership
	Attention:

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     or to such other address as either party shall specify to the other by similarly given notice.

ARTICLES XXI.

Limitation of Liability

     The term “the City” as used in this Lease, as far as the covenants and agreements of the City in this Lease are concerned, shall be construed to mean only the holder or holders of the City’s interest in this Lease at the time in question. Any transfer or transfers of the City’s interest, other than a transfer for security prior to foreclosure thereof, shall be subject to Tenant’s prior written approval, which shall not be unreasonably withheld, provided, however, that Tenant’s approval shall not be required for a transfer to another entity created or established by the Indiana General Assembly having all of the City’s present powers and authority with regard to this Lease and the Leased Premises. Subject to the foregoing, in the event of any transfer of the City’s interest, if Tenant receives any executed assignment instrument permitted under the terms of this Lease, wherein the assignee of the City assumes and agrees to perform all of the liabilities and covenants of the City hereunder, then the City herein named (and in case of any subsequent transfer, the then transferor) shall be automatically freed and relieved, as to occurrences after the date of such transfer, from all duties and obligations relating to the performance of any covenants or agreement on the part of the City to be performed or observed after such transfer. Any funds in which Tenant has an interest and which are in this hands of the City at the time of such transfer shall be turned over to the transferee, and any amount then due and payable to Tenant shall be paid to Tenant by the then transferor. It is the intent of this Article XXI that the provisions of this Lease shall be binding upon the City, its successors and assigns only during and in respect to the respective successive periods of ownership. In any event, and notwithstanding any other provision of this Lease, neither the City (including any successor or the City) not any member, officer, director, agent, partner, trustee or employee thereof shall be liable in an individual or personal capacity for the performance or nonperformance of any agreement, covenant or obligation of the City contained in this Lease, and the City’s liability shall be limited to the value of Leased Premises in its then current condition.

ARTICLE XXII.

Trustee

     Whenever in Articles XII or XIV of this Lease a “Trustee” is mentioned, or any action by the “Trustee” is required, the following provisions shall apply.

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     (a) So long as there exists on the Leased Premises a mortgage or other financing lease, assignment or other financing document given pursuant to Article VI of this Lease, the Provider shall, if it so elects, act as Trustee for purposes of this Lease. Such Provider shall also be entitled to designate any bank, savings bank or savings and loan association having an office in East Chicago, Indiana, to act as Trustee should such Provider elect not to act as Trustee or, having once elected to act as Trustee, elect to cease acting as Trustee and designate a successor Trustee.

     (b) If the Provider elects not to act as Trustee or elects to cease acting as Trustee and does not designate, within ten (10) days of a written request by the City or Tenant, a substitute or successor Trustee, the City and Tenant shall promptly designate by agreement a bank, savings bank or savings and loan association having an office in East Chicago, Indiana, to act as Trustee. If the City and Tenant cannot reach agreement on such designation within thirty (30) days, the determination shall be made by random selection among the Trustees proposed by the City and Tenant; provided, that the City and Tenant shall not submit more than two (2) proposed Trustees each for purposes of such selection.

     (c) In the event that any financing documents then in force do not make provisions as to the duties of the Trustee, the City and Tenant shall enter into an agreement with the Trustee appropriately covering the duties of the Trustee hereunder, upon such terms and conditions as may be reasonably necessary to allow the Trustee to perform its functions as required under this Lease and on such other terms and conditions as such Trustee shall reasonably require; provided, that the City shall not be required to assume any obligations or liabilities other than as provided in this Lease; and provided further, that the Trustee shall be required to turn over any funds held by it to a successor Trustee in the event any successor Trustee is designated pursuant to paragraph (d) of this Article.

     (d) In the event that any Trustee or substitute or successor Trustee fails or refuses to act as required by the provisions of this Lease or the agreement identified in the preceding paragraph, the City and Tenant shall promptly designated by agreement a successor Trustee meeting the requirements of paragraph (b) of this Article and shall enter into an agreement with such successor Trustee as required by paragraph (c) of this Article. If the City and Tenant cannot agree on a successor Trustee within fifteen (15) days after both receive notice of the Trustee’s failure or refusal to act, the determination shall be made by random selection among the Trustees proposed by the City and Tenant, provided that the City and Tenant shall not submit more than two (2) proposed Trustees each for purposes of such selection.

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     (e) The fees and charges of every Trustee, substitute Trustee and successor Trustee acting hereunder shall be borne solely by Tenant and shall be paid in such manner and frequency as required by any such Trustee.

     (f) If the Provider shall elect not to act as Trustee, such Provider shall nevertheless be entitled to be a party to any agreement between the City, Tenant and the Trustee.

ARTICLE XXIII.

Miscellaneous Provisions

     Section 23.01. Severability. If any term or provision of this Lease or the application thereof to any person or circumstances shall, to any extent, be invalid or unenforceable, the remainder of this Lease, or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby, and each an every term and provision of this Lease shall be valid and be enforced to the fullest extent permitted by law.

     Section 23.02. Attorneys’ Fees. In the event that either Party should default under any of the provisions of this Lease and the nondefaulting party should employ attorneys or incur other expenses for the collection of rent or the enforcement of performance or observance of any obligation or agreement on the part of the defaulting party herein contained, the defaulting party hereby agrees that it will on demand therefor pay to the nondefaulting party all reasonable attorneys’ fees (including paraprofessional fees) and such other expenses incurred by the nondefaulting party.

     Section 23.03. Force [Majeure]. In case by reason of force majeure either party hereto shall be rendered unable wholly or in part of carry out its obligations under this Lease other than the obligation of Tenant to make the rental payments required under the terms hereof, then except as otherwise provided in this Lease, if such party shall give notice and full particulars of such force majeure in writing to the other party within a reasonable time after the occurrence of the event or a cause relied on, the obligations of the party giving such notice, so far as they are affected by such force majeure, shall be suspended during the continuance of the inability then claimed, but for no longer period, and such party shall endeavor to remove or overcome such inability with all reasonable dispatch.

     Section 23.04. No Oral Modification. All prior understandings and agreements between the parties are merged within this Lease, which alone fully and completely sets forth the understanding of the parties, and this Lease may not be changed orally or in any manner other than by an agreement in writing and signed by the party against whom enforcement of the change is sought.

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     Section 23.05. Remote Vesting. This Lease and all rights and interests created hereby are intended to comply in all respects with applicable common or statutory law, including the common law Rule Against Perpetuities or analogous statutory restrictions.

     Section 23.06. Covenants to Bind and Benefit Respective Parties. The covenants and agreements herein contained shall bind and inure to the benefit of the City, its successor and assigns, and Tenant, its successors and assigns, but this Section shall not be construed as a consent to any assignment made otherwise then permitted by Article VIII of this Lease.

     Section 23.07. Recordation. The parties hereto, on the request of either of them, shall enter into a memorandum of this Lease, in recordable form, setting forth the identities of the City and Tenant, and date of the expiration of the Term, and such other information as the City and Tenant shall agree upon. Upon any extension hereof, an amendment to such agreement shall be executed and recorded reflecting such renewal and the expiration date thereof.

     Section 23.08. Captions and Table of Contents. The captions of this Lease are for convenience and reference only and in no way define, limit or describe the scope of intent of this Lease nor in any way affect this Lease. The table of contents preceding this Lease but under the same cover is for the purpose of convenience and reference only and is not to be deemed or construed in any way as part of this Lease, nor supplemental thereto or amendatory thereof.

     Section 23.09. Disclaimer of Relationship. Nothing contained in this Lease, nor any act of the City or Tenant, shall be deemed or construed by any person to create any relationship of limited or general partnership, joint venture or agency relationship between the City and Tenant, nor any third party beneficiary in favor of any person, either with respect to this Lease or with respect to any financing undertaken in connection herewith.

     Section 23.10. Governing Law. This Lease and the performance thereof shall be governed, interpreted, construed and regulated by the laws of the State of Indiana.

     Section 23.11. Amendments of Accommodate Financing. The City agrees to make all reasonable amendments to this Lease in order to accommodate the requirements of any Provider providing financing to Tenant.

     Section 23.12. Street Vacations and Zoning Matters. The City covenants to use all good faith efforts to remedy any deficiencies in zoning of the Leased Premises which would prevent the development of the Redevelopment Project. This City agrees to undertake, at Tenant’s cost and expense, all vacations of streets, highways, alleys, casements or other public ways requested by Tenant to permit the development of the Redevelopment Project and the full realization of its benefits under this Lease.

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     IN WITNESS WHEREOF, the City and Tenant have executed this Lease as of the date first above written.

CITY OF EAST CHICAGO,		SHOWBOAT MARINA PARTNERSHIP
DEPARTMENT OF REDEVELOPMENT
By:		By:
	/s/ Walter M. Matusell		/s/ T.C. Bonner
	President, East Chicago
	Redevelopment Commission
		Title:	PRESIDENT
Attest:		Attest:
/s/ Deidrei W. Buggs			/s/ Paul W. Sykes
Secretary, East Chicago			Paul W. Sykes
Redevelopment Commission
			Assistant Secretary
			(Title)

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Exhibit “A”

PART OF FRACTIONAL SECTION 13 AND FRACTIONAL SECTION 22, TOWNSHIP 37 NORTH, RANGE 9 WEST OF THE SECOND PRINCIPAL MERIDIAN, IN LAKE COUNTY, “G” WHICH POINT IS ON THE SOUTHEASTERLY BULKHEAD LINE (ESTABLISHED BY U. S. GOVERNMENT PERMITS OF MARCH 27, 1908, OCTOBER 15, 1929 AND JULY 3, 1932), AND THE SOUTHWESTERLY RIGHT OF WAY LINE OF ALDIS AVENUE EXTENDED, THIS POINT BEING ESTABLISHED BY A “T” RAIL IN CONCRETE: THENCE ALONG THE SOUTHWESTERLY LINE OF ALDIS AVENUE, SOUTH 16 DEGREES 46 MINUTES 06 SECONDS EAST, 1776.00 FEET TO POINT “B” ON FLAT OF SURVEY PREPARED BY THE COUNTY SURVEYOR OF LAKE COUNTY, INDIANA, AND DATED JULY 3, 1959, WHICH IS THE POINT OF BEGINNING, SAID POINT BEING AT THE INTERSECTION OF THE CENTERLINE OF VACATED LAKE PLACE AND THE SOUTHWESTERLY RIGHT OF WAY LINE OF ALDIS AVENUE; THENCE ALONG THE CENTERLINE OF VACATED LAKE PLACE, NORTH 43 DEGREES 15 MINUTES 00 SECONDS EAST, A DISTANCE OF 66.30 FEET TO A POINT “Q” OF THE NORTHEASTERLY RIGHT OF WAY LINE OF ALDIS AVENUE: THENCE NORTH 35 DEGREES 15 MINUTES 53 SECONDS EAST, 134.74 FEET TO A POINT; THENCE NORTH 87 DEGREES 48 MINUTES 17 SECONDS EAST, 79.47 FEET TO A POINT; THENCE NORTH 45 DEGREES 33 MINUTES 40 SECONDS EAST, 100.50 FEET TO A POINT: THENCE NORTH 27 DEGREES 26 MINUTES 34 SECONDS EAST, 102.39 FEET TO A POINT; THENCE NORTH 35 DEGREES 50 MINUTES 46 SECONDS EAST, 100.24 FEET TO A POINT: THENCE NORTH 43 DEGREES 17 MINUTES 00 SECONDS EAST 100.18 FEET TO A POINT; THENCE NORTH 73 DEGREES 22 MINUTES 05 SECONDS EAST, 92.36 FEET TO A POINT; THENCE SOUTH 98 DEGREES 52 MINUTES 08 SECONDS EAST, 85.40 FEET TO A POINT; THENCE SOUTH 45 DEGREES 50 MINUTES 45 SECONDS EAST, 106.63 FEET TO A POINT; THENCE SOUTH 28 DEGREES 53 MINUTES 00 SECONDS EAST, 115.60 FEET TO A POINT; THENCE SOUTH 29 DEGREES 55 MINUTES 11 SECONDS EAST, 84.42 FEET TO A POINT; THENCE SOUTH 20 DEGREES 54 MINUTES 05 SECONDS EAST, 100.04 FEET TO A POINT; THENCE SOUTH 19 DEGREES 45 MINUTES 23 SECONDS EAST, 100.01 FEET TO A POINT; THENCE SOUTH 15 DEGREES 10 MINUTES 45 SECONDS EAST, 100.24 FEET TO A POINT; THENCE SOUTH 13 DEGREES 49 MINUTES 39 SECONDS EAST, 64.28 FEET TO A POINT; THENCE SOUTH 09 DEGREES 56 MINUTES 52 SECONDS EAST, 113.06 FEET TO A POINT; THENCE SOUTH 04 DEGREES 06 MINUTES 11 SECONDS EAST; 100.97 FEET TO A POINT; THENCE SOUTH 13 DEGREES 30 MINUTES 52 SECONDS WEST, 101.43 FEET TO A POINT; THENCE SOUTH 12 DEGREES 57 MINUTES 25 SECONDS WEST, 101.27 FEET TO A POINT; THENCE SOUTH 28 DEGREES 36 MINUTES 02 SECONDS EAST, 100.89 FEET TO A POINT; THENCE SOUTH 36 DEGREES 52 MINUTES 10 SECONDS EAST, 100.32 FEET TO A POINT; THENCE SOUTH 44 DEGREES 18 MINUTES 16 SECONDS EAST, 100.12 FEET TO A POINT; THENCE SOUTH 63 DEGREES 14 MINUTES 35 SECONDS EAST, 107.70 FEET TO A POINT; THENCE SOUTH 83 DEGREES 56 MINUTES 42 SECONDS EAST, 90.42 FEET TO A POINT; THENCE NORTH 03 DEGREES 16 MINUTES 06 SECONDS EAST, 100.05 FEET TO A POINT; THENCE NORTH 36 DEGREES 03 MINUTES 13 SECONDS EAST, 38.83 FEET TO A POINT; THENCE SOUTH 30 DEGREES 27 MINUTES 20 SECONDS EAST, 37.74 FEET TO A POINT; THENCE SOUTH 03 DEGREES 15 MINUTES 32 SECONDS EAST, 100.40 FEET TO A POINT; THENCE SOUTH 01 DEGREE 13 MINUTES 00 SECONDS WEST, 100.00 FEET TO A POINT; THENCE SOUTH 02 DEGREES 24 MINUTES 49 SECONDS WEST, 112.44 FEET TO A POINT; THENCE SOUTH 06 DEGREES 04 MINUTES 10 SECONDS EAST, 58.35 FEET TO A POINT; THENCE SOUTH 08 DEGREES 43 MINUTES 41 SECONDS EAST, 182.27 FEET TO A POINT ON THE SOUTHWESTERLY LINE OF ALDIS AVENUE EXTENDED; THENCE SOUTHEASTERLY ALONG THE SOUTHWESTERLY LINE OF ALDIS AVENUE, SOUTH 46 DEGREES 46 MINUTES 06 SECONDS EAST, 15.24 FEET TO A POINT; THENCE SOUTH 01 DEGREE 46 MINUTES 06 SECONDS EAST, 325.27 FEET TO A POINT “C”, ON THE SOUTHEASTERLY RIGHT OF WAY LINE OF VACATED BALTIMORE STREET; THENCE NORTHWESTERLY ALONG THE NORTHEASTERLY RIGHT OF WAY LINE OF VACATED BALMORE STREET, NORTH 46 DEGREES 46 MINUTES 06 SECONDS WEST, 1,795.87 FEET TO A POINT; THENCE SOUTH 43 DEGREES 13 MINUTES 54 SECONDS WEST, 15.90 FEET TO A POINT; THENCE NORTH 55 DEGREES 51 MINUTES 36 SECONDS WEST, 465.73 FEET TO A POINT; THENCE NORTH 43 DEGREES 15 MINUTES 00 SECONDS EAST 319.49 FEET TO A POINT ON THE SOUTHWESTERLY LINE OF ALDIS AVENUE EXTENDED; THENCE NORTH 46 DEGREES 46 MINUTES 06 SECONDS WEST, 330.00 FEET TO THE POINT OF BEGINNING.

LEASE ASSIGNMENT AND ASSUMPTION AGREEMENT

     THIS AGREEMENT made and entered into as of this 28th day of March, 1996, by and between SHOWBOAT MARINA PARTNERSHIP, an Indiana general partnership (“Assignor”) and SHOWBOAT MARINA CASINO PARTNERSHIP, as Indiana general partnership (“Assignee”).

WITNESSETH:

     WHEREAS, Assignor and the City or East Chicago, Department of Redevelopment previously entered into that certain Redevelopment Project Lease (the “Lease”), Dated as of October 19, 1995 with respect to certain land in East Chicago, Indiana as more particularly described on Exhibit A attached hereto and made a part hereof (the “Leased Property”) a Memorandum of which Lease was recorded on November 10, 1995 as Instrument No. 95068690 in the Office of the Recorder of Lake County Indiana: and

     WHEREAS, Assignor desires to assign to Assignee and Assignee desires to assume from Assignor all of Assignor’s obligations, rights, titles and interests in and to the Lease and the Leased Property pursuant to the terms and conditions contained herein and therein.

     NOW, THEREFORE, in consideration of the foregoing premises and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows:

     Assignor hereby assigns to Assignee and Assignee hereby accepts from Assignor all of Assignor’s rights, titles and interests in and to the Lease and the Leased Property, and Assignee hereby assumes and agrees to be bound to the performance of all obligations of Assignor as Tenant, under the Lease, subject to all the terms and conditions the Lease. Any and all obligations accruing under the Lease after the date hereof shall be the primary responsibility of Assignee; provided, however, that Assignor shall continue to liable for such obligations to the extent provided in the Lease. Assignee agrees to indemnify Assignor and hold it harmless from any and all such Lease obligations.

     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.

(Signatures commence on following page)

ASSIGNOR:
SHOWBOAT MARINA PARTNERSHIP
By:		SHOWBOAT INDIANA INVESTMENT
		LIMITED PARTNERSHIP, a Nevada limited
		partnership, its general partner
By:		SHOWBOAT INDIANA, INC., a Nevada
		corporation, its general partner
By:	/s/ John N. Brewer
	Name:		John N. Brewer
	Title:		Assistant Secretary
ASSIGNEE:
SHOWBOAT MARINA CASINO PARTNERSHIP
By:		SHOWBOAT MARINA PARTNERSHIP, an
		Indiana general partnership,
		its general partner
By:		SHOWBOAT INDIANA INVESTMENT
		LIMITED PARTNERSHIP, a Nevada limited
		partnership, its general partner
By:		SHOWBOAT INDIANA, INC., a Nevada
		corporation, its general partner
By:	/s/ John N. Brewer
	Name:		John N. Brewer
	Title:		Assistant Secretary

STATE OF NEW YORK	)
	) SS:
COUNTY OF NEW YORK	)

     Before me, a Notary Public in and for said County and State, personally appeared John N. Brewer, the Assistant Secretary of Showboat Indiana, Inc., a Nevada corporation, the general partner of Showboat Indiana Investment Limited Partnership, a general partner of Showboat Marina Partnership,an Indiana general partnership, the general partner of Showboat Marina Casino Partnership, a general partnership organized and existing under the laws of the State of Indiana, and acknowledged the execution of the foregoing instrument acting for and on behalf of said partnership.

     Witness my hand and Notarial Seal this 28 day of March, 1996.

	/s/ Elizabeth T. McNamee
	Signature  Elizabeth T.McNamee
(STAMP)	Elizabeth T. McNamee
	Printed	Notary Public
My  Commission Expires:	County of Residence:
	/s/ SUFFOLK

STATE OF NEW YORK	)
	) SS:
COUNTY OF NEW YORK	)

     Before me, a Notary Public in and for said County and State, personally appeared John N. Brewer, the Assistant Secretary of Showboat Indiana, Inc., a Nevada corporation, the general of Showboat Indiana Investment Limited Partnership, a Nevada limited partnership, the general partner of Showboat Marina Partnership, a general partnership organized and existing under the laws of the State of Indiana, and acknowledged the execution of the foregoing instrument acting for and on behalf of said partnership.

     Witness my hand and Notarial Seal this 28 day of March, 1996.

	/s/ Elizabeth T. McNamee
	Signature
(STAMP)	Elizabeth T. McNamee
	Printed	Notary Public
My  Commission Expires:	County of Residence:
	/s/ SUFFOLK

EXHIBIT A

LEGAL DESCRIPTION

That part of Fractional Section 22, and Fractional Section 15, Township 37 North, Range 9, West of the Second Principal Meridian in Lake County, Indiana, more particularly described as follows:

Commencing at Point “G” on the Southeasterly bulkhead line (established by the U.S. Government permits of March 27, 1908, October 15, 1929, and July 5, 1932), said point also being on the Southwesterly right-of-way line of Aldis Avenue extended, (said point being established by a “T” rail set in concrete); thence along the Southwesterly line of Aldis Avenue South 46º46’06” East (assumed record bearing), 1376.00 feet to Point “R” on Plat of Survey prepared by the County Surveyor of Lake County, Indiana, dated July 3, 1958, said point being the POINT OF BEGINNING, said Point being at the intersection of the centerline of vacated Lake Place and the Southwesterly right-of-way line of Aldis Avenue;

thence along the centerline of vacated Lake Place North 43º15’00” East a distance of 66.30 feet to Point “Q” on the northeasterly right-of-way line of Aldis Avenue;

thence North 35º15’53” East a distance of 134.74 feet, (measured North 34º53’04” East, 134.78 feet);

thence North 87º48’17” East a distance of 79.47 feet;
thence North 45º33’40” East a distance of 100.50 feet;
thence North 27º26’34” East a distance of 102.39 feet;
thence North 35º50’46” East a distance of 100.24 feet;
thence North 43º17’00” East a distance of 100.18 feet;
thence North 73º22’05” East a distance of 92.36 feet;
thence South 88º52’08” East a distance of 85.40 feet;
thence South 45º50’45” East a distance of 106.63 feet;
thence South 28º53’00” East a distance of 115.00 feet;
thence South 29º55’11” East a distance of 84.42 feet;
thence South 20º54’05” East a distance of 100.04 feet;
thence South 19º45’23” East a distance of 100.01 feet;
thence South 15º10’45” East a distance of 100.24 feet;
thence South 13º49’39” East a distance of 64.28 feet;
thence South 09º56’52” East a distance of 113.06 feet;
thence South 04º06’11” East a distance of 100.97 feet;
thence South 13º30’52” West a distance of 101.43 feet;
thence South 12º57’25” West a distance of 101.27 feet;
thence South 28º36’02” East a distance of 100.89 feet;
thence South 36º52’10” East a distance of 100.32 feet;
thence South 44º18’16” East a distance of 100.12 feet;
thence South 63º14’35” East a distance of 107.70 feet;
thence South 83º56’42” East a distance of 90.42 feet;
thence North 03º16’06” East a distance of 100.05 feet;
thence North 36º03’33” East a distance of 38.83 feet;
thence South 30º27’20” East a distance of 37.74 feet;
thence South 03º35’32” East a distance of 100.40 feet;

thence South 01º33’00” West a distance of 100.00 feet;
thence South 02º24’49” West a distance of 112.44 feet;
thence South 06º04’10” East a distance of 58.35 feet;
thence South 08º43’41” East a distance of 182.27 feet to a point on the Southwesterly line of Aldis Avenue extended;
thence Southeasterly along the Southwesterly line of Aldis Avenue South 46º46’06” East a distance of 15.24 feet;
thence South 01º46’06” East a distance of 325.27 feet to a brass plug in concrete found at Point “C” on the Northeasterly right-of-way of vacated Baltimore Street;
thence Northwesterly along the Northeasterly right-of-way line of vacated Baltimore Street
North 46º46’06” West a distance of 1285.87 feet, (1284.97 feet measured);
thence South 43º13’54” West a distance of 15.90 feet (15.81 feet measured);
thence North 55º51’36” West a distance of 465.73 feet;
thence North 43º15’00” East a distance of 319.49 feet on the Southwesterly line of Aldis Avenue extended;
thence Northwesterly along the Southwesterly line of Aldis Avenue extended North 46º46’06” West a distance of 330.00 feet to the POINT OF BEGINNING, containing 27.23 acres, more or less, all in East Chicago, Lake County, Indiana.

ACKNOWLEDGEMENT OF COMMENCEMENT DATE
OF REDEVELOPMENT PROJECT LEASE
AND NOTICE OF ELECTION TO TAKE POSSESSION OF LEASED PREMISES

     THE CITY OF EAST CHICAGO, DEPARTMENT OF REDEVELOPMENT, existing pursuant to IC 36-7-14 (“City”) and SHOWBOAT MARINA CASINO PARTNERSHIP, an Indiana general partnership (“Tenant”) hereby acknowledge, pursuant to Section 2.01 of that certain Redevelopment Project Lease dated October 19, 1995 (“Lease”), a Memorandum of which is recorded as Instrument No. 95068690 in the Office of the Recorder of Lake County, which Lease was originally entered into by and between the City as Landlord and Showboat Marina Partnership, an Indiana general partnership as tenant, which has assigned its right, title and interest in the Lease to Tenant under a certain Lease Assignment and Assumption Agreement of even date herewith, which Lease has been amended by that certain First Amendment to Redevelopment Project Lease between City and Tenant dated as of even date herewith (the Lease as amended by the First Amendment to Redevelopment Project Lease hereinafter referred to collectively as the (“Lease”), that the Commencement Date of the Lease, being the date that a certificate of suitability was issued by the Indiana Gaming Commission to Showboat Marina Partnership, and which certificate of suitability has been assigned and transferred to Tenant, is January 8, 1996.

     Pursuant to Section 2.05 and Article III, of the Lease Tenant hereby gives to City written notice of Tenant’s election to take possesion of the Leased Premises subject to the provision of the Lease and City acknowledges hereby acknowledges receipt of such notice.

     IN WITNESS WHEREOF, City and Tenant have caused this instrument to be executed by their authorized representatives effective as of the 28th day of March, 1996.

SIGNATURES APPEAR ON FOLLOWING PAGES

“CITY”
CITY OF EAST CHICAGO DEPARTMENT OF REDEVELOPMENT
By:	/s/ Peter C. Serna
	Peter C. Serna
	Vice President of East Chicago Redevelopment Commission

ATTEST:
By:	/s/ Evelyn J. Jones,
	Evelyn J. Jones, Asst. Sec East Chicago Redevelopment Commission

-2-

STATE OF INDIANA		)
	SS:
COUNTY OF LAKE		)

     Before me a Notary Public in and for said County and State, personally appeared Peter C. Serna and Evelyn J. Jones the Vice President and Assistant Secretary, respectively, of the East Chicago Redevelopment Commission, the governing body of the City of East Chicago Department of Redevelopment existing under IC 36-7-14, and acknowledged the execution of the foregoing instrument as such officers acting for and on behalf of said entity.

     Witness my hand and Notarial Seal this 28th day of March, 1996.

/s/ Richard J. Lesniak
Signature
Printed	Notary Public

My Commission Expires:	County of Residence:
April 13, 1998	Lake

SHOWBOAT MARINA CASINO PARTNERSHIP, an Indiana general partnership
By:	Showboat Marina Partnership, an Indiana
	general partnership, its general partner
By:	Showboat Indiana Investment Limited
	Partnership, a Nevada limited
	partnership, its general partner
By:	Showboat Indiana, Inc., a Nevada
	corporation, its general partner
By:	/s/ J. Keith Wallace
	J. Keith Wallace
	President and Chief Executive Officer

- 4 -

STATE OF INDIANA		)
	SS:
COUNTY OF LAKE		)

     Before me a Notary Public, in and for said County and State personally appeared J. Keith Wallace, the President and Chief Executive Officer of Showboat, Indiana, Inc., a Nevada corporation, which corporation is the general partner of Showboat Indiana Investment Limited Partnership, a Nevada limited partnership, a general partner of Showboat Marina Partnership, an Indiana general partnership, a general partner of Showboat Marina Casino Partnership, an Indiana general partnership, who acknowledged the execution of the foregoing instrument for and on behalf of Showboat Marina Casino Partnership.

     Witness my hand and notarial seal this 28th day of March, 1996.

/s/ Richard J. Lesniak
Signature RICHARD J. LESNIAK NOTARY PUBLIC STATE OF INDIANA LAKE COUNTY MY COMMISSION EXP. APR. 13, 1998
Printed	Notary Public

My Commission Expires:
4/13/98 County of Residence
LAKE

This Instrument was prepared by James B. Burroughs , Ice Miller Donadio & Ryan, One American Square, Box 82001. Indianapolis, indiana 46282-0002, (317)236-2100.

FIRST AMENDMENT TO REDEVELOPMENT PROJECT LEASE

     THIS FIRST AMENDMENT TO REDEVELOPMENT PROJECT LEASE (“Amendment”) is made and entered into as of this 28 day of March, 1996, by and between the CITY OF EAST CHICAGO DEPARTMENT OF REDEVELOPMENT (“City”) and SHOWBOAT MARINA CASINO PARTNERSHIP (‘Tenant”).

Recitals

     1. On October 19, 1995, City entered into a Redevelopment Project Lease with Showboat Marina Partnership, an Indiana general partnership, a Memorandum of which was recorded as Instrument No. 95068690 in the Office of the Recorder of Lake County, Indiana (“Lease”).

     2.  Showboat Marina Partnership has assigned its interest in the Lease to Tenant under a Lease Assignment and Assumption Agreement of even date herewith (“Assignment”), recorded as Instrument No. 96020394, in the Office of the Recorder of Lake County, Indiana, to which assignment the City has given its written consent.

     3. Under Section 1.05 of the Lease the City’s demise to Tenant is made subject to, among other things, easements, restrictions, agreements, covenants and other matters of record to which Tenant consents in writing.

     4. Under certain title insurance policy commitments issued by Stewart Title Guaranty Company and Chicago Title Insurance Company, there appear certain easements, restrictions agreements mortgages and other matters running in favor of Inland Steel Company or its mortgagees identified on Exhibit A attached hereto and made a part hereof (hereinafter the “Encumbrances”), to which Tenant has not and will not give its written consent.

     5. The City is in process of removing the Encumbrances from the Leased Premises through

the exercise of its power of eminent domain.

     6. The City, in order to induce the Tenant to accept possession of the Leased Premises, is willing to agree to amend the Lease in certain particulars.

Agreement

     NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree and acknowledge that the above recitals are true and correct and are incorporated herein as if fully set out herein, and, further agree as follows:

     1. The Lease is hereby amended to provide, and City and Tenant hereby covenant and agree, that (i) to the extent that Tenant is unable to perform, or is delayed in the performance of, any of its obligations under this Lease on account of the exercise of any rights under or the enforcement or attempted enforcement by any person of any rights under the Encumbrances, such nonperformance or delay in performance, shall not be deemed a breach of, a default or Event of Default under this Lease and City shall not undertake or pursue any enforcement of this Lease against Tenant on account thereof, (ii) Tenant shall be excused from further performance of such obligations until such cause is remedied, (iii) rental payments will be proportionally abated during any period that Tenant is prevented from or delayed in commencing or continuing its operations in the Redevelopment Project, and (iv) the term of the Lease shall be extended for the length of such period.

     2. The Lease is further hereby amended to provide, and City and Tenant hereby covenant and agree, that, without limiting the generality of the foregoing amendments contained in Paragraph 1 hereof, any inability of Tenant to perform or delay in Tenant’s performance of its obligations to commence and to substantially complete construction of the Redevelopment Project within the time periods required by Section 5.03 of the Lease, which inability or delay is cause by, arises out of or is related to the exercise of any rights under the Encumbrances or shall be deemed to constitute an

“Unavoidable Delay” under Article III of the Lease, and Tenant shall not be liable for liquidated damages on account thereof and the periods for the performance of Tenant’s obligations under said Section shall be extended by the period during which it is prevented from or delayed in performing such obligations on account of such Unavoidable Delay.

     3. The Lease is further hereby amended to provide and City and Tenant hereby covenant and agree that notwithstanding anything contained herein or in the Lease, Tenant does not hereby consent to the Encumbrances, and the taking of possession of the Leased Premises, including the giving of notice of its election to take possession of the Leased Premises, shall not be deemed to constitute such consent, and the Tenant does not waive any rights it may have under the Lease or otherwise with respect to the existence of the Encumbrances.

     4. The Lease as amended pursuant to this amendment and any rights granted to Tenant hereunder shall also insure to the benefit of any Provider (as defined under the Lease).

     5. Except as herein provided, the other terms and provisions of the Lease shall continue in full force and effect, and the parties hereby reaffirm confirm and ratify the Lease, as hereby amended.

     IN WITNESS WHEREOF, the parties to this First Amendment to Redevelopment Project Lease have caused the same to be executed by their duly authorized representatives as of the date first written above, to be effective immediately following the Assignment.

SIGNATURES APPEAR ON FOLLOWING PAGES

		“CITY”
		CITY OF EAST CHICAGO DEPARTMENT
		OF REDEVELOPMENT
		By:	/s/ Peter C. Serna
			Peter C. Serna Vice President of East Chicago Redevelopment Commission
ATTEST:
By:	/s/ Evelyn J. Jones
	Evelyn J. Jones, ASST SEC
	East Chicago Redevelopment Commission

-3-

     STATE OF INDIANA )

                                     SS:

     COUNTY OF LAKE )

     Before me, a Notary Public, in and for said County and State, personally appeared Peter C. Serna and Evelyn J. Jones, the Vice President and Assistant Secretary, respectively, of the East Chicago Redevelopment Commission, the governing body of the City of East Chicago Department of Redevelopment, existing under IC 36-7-14, and acknowledged the execution of the foregoing instrument as such officers acting for and on behalf of said entity.

     Witness my hand and Notarial Seal this 28th day of March, 1996.

	/s/ Richard J. Lesniak Signature: RICHARD J. LESNIAK
	NOTARY PUBLIC STATE OF INDIANA                    LAKE COUNTY                    MY COMMISSION EXP. APR 13, 1998
	Printed                                                     Notary Public
My Commission Expires:	County of Residence:
April 13, 1998	Lake

-4-

SHOWBOAT MARINA CASINO
PARTNERSHIP, an Indiana general partnership
By:	Showboat Marina Partnership, an Indiana general partnership, its partner
By:	Showboat Indiana Investment Limited Partnership, a Nevada limited partnership, its partner
By:	Showboat Indiana, Inc., a Nevada corporation, its general partner
By:	/s/ J. Keith Wallace
	J. Keith Wallace
	President and Chief Executive Officer

-5-

STATE OF INDIANA		)
	SS:
COUNTY OF LAKE		)

     Before me, a Notary Public, in and for said County and State, personally appeared J. Keith Wallace, the President and Chief Executive Officer of Showboat, Indiana, Inc., a Nevada corporation, which corporation is the general partner of Showboat Indiana Investment Limited Partnership, a Nevada limited partnership, a general partner of Showboat Marina Partnership, an Indiana general partnership, a general partner of Showboat Marina Casino Partnership, an Indiana general partnership, who acknowledged the execution of the foregoing instrument for and on behalf of Showboat Marina Casino Partnership.

     Witness my hand and notarial seal this 28 day of March, 1996.

/s/ [ILLEGIBLE]

Signature

            (SEAL)

Printed                          Notary Public

My Commission Expires:	County of Residence:
4/13/98	LAKE

This Instrument was prepared by James B, Burroughs, Ice Miller Donadio & Ryan, One American Square, Box 82001, Indianapolis, Indiana 46282-0002, (317)236-2100.

Exhibit A

Encumbrances

1.	Agreement dated May 22, 1954 and recorded March 18, 1955 in Miscellaneous Record 633, page 348 as Document No. 825688.
2.	Easement Agreement dated March 11, 1955 and recorded March 18, 1955 in Miscellaneous Record 633, page 364 as Document No. 826693.
3.	Easement Agreement dated March 11, 1955 and recorded March 18, 1955 in Miscellaneous Record 633, page 367 as Document No. 826695.
4.	Agreement dated December 20, 1961 and recorded February 15, 1962 in Miscellaneous Record 826, page 233 as Document No, 385870.
5.	Quitclaim Deed dated August 17, 1988 and recorded October 13, 1988 as Document No. 002202.
6.	Mortgage dated April 1, 1928 and recorded April 16, 1928, in Mortgage Record 219, page 1, as Document No. 309283, and all supplementals thereto.
7.	Subordinate Mortgage dated September 15, 1994 and recorded October 6, 1994, as Document No. 94069298, made by and between Inland Steel Company, a Delaware corporation, and the United Steelworkers of America.

     All of said documents being recorded in Lake County, Indiana.

SECOND AMENDMENT TO REDEVELOPMENT PROJECT LEASE

     THIS AMENDMENT is made and entered into as of the 20^th day of January. 1999 by and among the CITY OF EAST CHICAGO, DEPARTMENT OF REDEVELOPMENT, existing pursuant to Indiana Code 36-7-14 (the “City”), the CITY OF EAST CHICAGO, a municipal corporation of Lake County, Indiana (“East Chicago”) and SHOWBOAT MARINA CASlNO PARTNERSHIP, an Indiana general partnership (“Tenant”).

W I T N E S S E T H:

     WHEREAS, the City and Tenant’s predecessor-in-interest, Showboat Marina Partnership, an Indiana general partnership (the “Original Tenant”), heretofore entered into that certain Redevelopment Project Lease dated as of October l9, 1995 (the “Lease”) with respect to certain land in East Chicago, Lake County, Indiana, as more particularly described in Exhibit “A” attached thereto and made a part thereof and referred to therein as the “Leased Premises”, a Memorandum of which Lease was recorded on November 10,1995 as Instrument No. 95-06869 in the office of the Recorder of Lake County, Indiana (the “Memorandum”); and

     WHEREAS, the Original Tenant thereafter assigned all of its right title and interest said Lease to Tenant pursuant to a certain Lease Assignment arid Assumption Agreement dated as of March 28,1996 and recorded on March 29,1996 as Instrument No. 96-020394 in the office of the Recorder of Lake County, Indiana; and

     WHEREAS, said Lease was amended by First Amendment to Redevelopment Project Lease dated as of March 28, 1996 and recorded on March 29, 1996 as Instrument No. 96-020395 in the Office of the Recorder of Lake County, Indiana (said Lease as so amended being hereinafter referred to as the “Lease”); and

     WHEREAS, the City and Tenant thereafter executed a certain Acknowledgment of Commencement Date of Redevelopment Project Lease and Notice of Election to Take Possession of Leased Premises dated as of March 28, 1996 and recorded on March 29, 1996 as Instrument No. 96-020396 in the Office of the Recorder of Lake County, Indiana; and

     WHEREAS, having completed the survey called for under Section 1.01 of the Lease, the parties now desire to amend the legal description of the Leased Premises which is set forth in Exhibit “A” attached to the Lease to conform to such survey by deleting said legal description and substituting therefor the legal description of the Leased Premises which is set forth in Exhibit “A” attached hereto, which now includes the area of filled land with dock improvements described in Exhibit A-1 attached hereto and made a part hereof and shown on Exhibit A-2 attached hereto and made a part hereof, together with all of the City’s and East Chicago’s right, title and interest therein, now owned or hereafter acquired, including, without limitation, fee title by land patent from the State of Indiana and any additional permit rights (collectively, the “Additional Property”), as provided in Section 5.02 of the Lease; and

FILED

MAR 24 1999

PETER BENJAMIN
LAKE COUNTY AUDITOR

     WHEREAS, Tenant purported to relinquish a portion of the Leased Premises to the City of East Chicago for street right-of-way purposes by Quitclaim Deed dated November 1, 1996 and recorded in the office of the Recorder of Lake County, Indiana on December 12, 1996 as Instrument No. 96081860, which right-of-way was subsequently conveyed by East Chicago to the City by Quitclaim Deed dated January 20, 1999 and recorded in the office of the Recorder of Lake County, Indiana on MARCH 24, 1999 as Instrument No. 99025948 and which right-of-way is more particularly described in Exhibit “B” attached hereto and made a part hereof (the “Right-of-Way”), and the parties nowdesire to restore the Right-of-Way to the Leased Premises; and

     WHEREAS, contemporaneously herewith, Tenant is executing and delivering to the City of East Chicago, Department of Parks and Recreation (the “Park Department’’) a certain Grant of Public Beach Parking and Pavilion Easement (the “Beach Parking Easement”) and a certain Grant of Public Beach Easement (the “Beach Easement”) (the Beach Parking Easement and Beach Easement being hereinafter collectively referred to as the “Easements”) pursuant to the terms of paragraph 1.05(c) of the Lease, and the parties desire to expand and extend the indemnification provisions contained in Sections 13.01 and 13.02 of the lease to cover and include claims, liability and damages arising out of, under or with respect to said Easements and a certain Access Easement hereinafter reserved; and

     WHEREAS, the City and Tenant now desire to further amend said Lease and to amend said Memorandum in certain particulars, as hereinafter set forth.

     NOW THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of all of which is hereby acknowledged, the parties hereby agree as follows:

     1. The legal description of the Leased Premises contained in the Lease and of the Premises contained in the Memorandum is hereby amended by deleting the legal description attached to each of the Lease and the Memorandum as Exhibit “A” and substituting therefor the legal description attached hereto as Exhibit “A”. All references to “Leased Premises” in the Lease and to “Premises” In the Memorandum hereafter shall be deemed and taken to mean the real estate described in Exhibit A attached hereto, including, without limitation, the Additional Property.

     2. It is understood and agreed that the Additional Property consists of the area of filled land and dock improvements described in paragraph 5 of the Property Description under Department of the Army Permit No. 94-056-027-1 issued to East Chicago by the U.S. Army Corps of Engineers, effective December 8, 1995, and in the Certificate of Approval issued to East Chicago by the Indiana Department of Natural Resources (the “IDNR”) pursuant to Application No. LM-95 oh May 19, 1995 (collectively the “Permits”). All references to “City” hereinafter set forth in this paragraph 2 shall mean and include both the City and East Chicago, as permittee under said Permits, jointly and severally. East Chicago joins in the execution of this document solely for purposes of consenting and agreeing to the terms and provisions hereof which are applicable to said Permits. It is further understood and agreed that Tenant shall have no right, title or interest in, and no liability, obligation

2

or responsibility with respect to, any of the other improvements or elements of the project described in said Permits (the “Other Improvements”), all of which shall remain under the control of and be the responsibility of the City. Without limitation upon any of the foregoing, it is expressly understood and agreed that the City shall: (i) construct, install, maintain, repair and replace, at its expense, all of the Other Improvements in strict accordance with the terms of the Permits; (ii) maintain the Permits in full force and effect throughout the Term of the Lease and any renewals or extensions thereof, including, without limitation, obtaining, at its expense, all required renewals or extensions of the Permits; (iii) observe, perform and strictly comply with the terms, provisions, conditions and limitations of the Permits and all federal, state and local laws, ordinances, codes, rules and regulations (collectively “laws”) applicable thereto and prevent and refrain from any violation of any of the same, all at the City’s expense, except that Tenant shall pay the cost of the monitoring program required under Special Condition No. 14 of the Permit issued by the IDNR; (iv) immediately notify Tenant in writing of any material notices or other communications received with respect to the Permits and furnish Tenant true copies of all such notices and communications as and when received; (v) join in or consent to, as Tenant deems necessary in its sole discretion, any communications with respect to or modifications of the Permits which tenant determines to be necessary or desirable in its sole discretion to facilitate Tenant’s use and/or further development of the Additional Property for the operation of Tenant’s gaming vessel therefrom; and (vi) promptly apply for and exert best efforts to obtain, at its expense, a patent for the additional Property pursuant to I.C. 14-18-6. In addition to the indemnification provided for in Section 13.02 of the Lease, the City shall indemnify, defend and save harmless Tenant from and against any and all claims, liability, loss, cost, damage and expense (including, without limitation reasonable attorneys fees) arising out of or with respect to the ownership, use, operation and maintenance of the Other Improvements or any violation of the Permits of applicable laws.

     3. In addition to its repair and maintenance obligations under Article X of the Lease. Tenant also shall maintain the Additional Property in accordance with the Permits.

     4. The Right-of-Way is hereby restored to and made a part of the Leased Premises under the Lease.

     5. The City reserves a non-exclusive easement for vehicular access over, upon and across that portion of the Leased Premises described in Exhibit “C” attached hereto and made a part hereof and shown on Exhibit “D” attached hereto and made a part hereof (the “Access Easement”) to (i) the adjoining parking area established by the Bench Parking Easement and (ii) the adjoining land now or formerly owned by Inland Steel Company (the “Inland Steel Land”) and having the benefit of access easements reserved in that certain Quitclaim Deed in East Chicago recorded October 13, 1988 as Document No. 02202 in the Office of the Recorder of Lake Country, Indiana, effective only upon the recording of an instrument releasing the easements reserved by such Quitclaim Deed in form acceptable to Tenant, and for no other use or purpose, subject to the terms and conditions hereinafter set forth. Said Access Easement shall: (a) constitute only a private easement appurtenant to the Bench Parking Easement and the Inland Steel Land and not the dedication of a public right-of-way: (b) be used only by passenger and commercial vehicles (including buses and light trucks not exceeding five (5) tons gross weight), in common with such

3

use thereof by Tenant and its patrons, invitees, guests and employees and others to whom Tenant may grant similar easements, and for no other use or purpose; and not be used for the transport of any hazardous materials. The City shall not cause, permit or suffer any signs to be erected or maintained upon or along said Access Easement. The City shall not transfer or assign said Access Easement or grant sub-easements therein to any other person or entity, except that the City may grant a sub-easement to Inland for ingress and egress as hereinabove provided, subject to the terms and conditions set forth herein. The Access Easement shall be subject to such reasonable rules and regulations Tenant may impose thereon from time to time for the purpose of protecting its casino and accessory businesses conducted on the Leased Premises. Said Access Easement shall terminate upon termination or expiration of the Lease, or, if sooner, in the event the City or anyo ne claiming by, through or under the City breaches or violates any of the foregoing terms and conditions, or in the event the use thereof is abandoned.

     6. Notwithstanding anything to the contrary contained therein, the indemnification provided by Tenant under Section 13.01 of the Lease is hereby expanded and extended to cover and include any and all claims, liability and damages arising out of the negligence of Tenant, its patrons invitees, guests or employees in connection with their use of the common parking area established under the Beach Parking Easement. Not with standing anything to the contrary contained therein the indemnification provided by the City under Section 13.02 of the Lease is hereby expanded and extended to cover and include any and all claims, liability and damages arising out of the negligence of (i) the Perks Department, its patrons, invitees, guests, employees or members of the public in connection with their use of the common parking area and the public beach and pavilion established under the Easements, or (ii) the city, its patrons invitees, guests, employees or members of the public or any licensee, permitee or grant of a sub-easement in connection with their use of the Access Easement hereinabove reserved.

     7. All capitalized terms used herein and not otherwise defined shall have the same meaning and definition as provided in the Lease

     8. Except as herein expressly provided, all terms and provisions of the Lease and the Memorandum shall remain the same and the Lease and the Memorandum, as hereby attended are hereby ratified and confirmed.

4

     IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the day and year first above written.

	CITY OF EAST CHICAGO, DEPARTMENT OF REDEVELOPMENT
Attest Deidrei W. Buggs	By:	/s/ John D. Artis
	SHOWBOAT MARINA CASINO PARTNERSHIP, an Indiana general partnership
	By:	SHOWBOAT MARINA CASINO PARTNERSHIP, an Indiana general partnership, its general partner
		By:	SHOWBOAT INDIANA INVESTMENT LIMITED PARTNERSHIP, a Nevada limited partnership, its general partnership
		By:	SHOWBOAT INDIANA, INC., a Nevada corporation, its general partner
			By:	/s/ Colin V. Reed
			Name: Title:	Colin V. Reed Exec. Vice President/Secretary
	CITY OF EAST CHICAGO, a municipal corporation of Lake County, Indiana

Attest [ILLEGIBLE]

5

STATE OF INDIANA	)
	)	SS:
COUNTY OF LAKE	)

     Before me, a Notary Public in and for said County and State, personally appeared John D. Artis and Deidrei W. Buggs, the Executive Director and Secretary respectively, of the City of East Chicago Redevelopment Commission, the governing body of the City of East Chicago Department of Redevelopment, existing under I.C. 36-7-14, and acknowledged the execution of the foregoing instrument as such officers acting for and on behalf of said department.

     Witness my hand and Notarial Seal this 20^th day of January, 1999.

/s/ JOSEPH E. COSTANZA  

JOSEPH E. COSTANZA, Notary Public 

My Commission Expires:

January 31, 2007

My County of Residence:

Porter

6

STATE OF TENNESSEE	)
	)	SS:
COUNTY OF SHELBY	)

     Before me, a Notary Public in and for said County and State, personally appeared Colin V. Reed, the Secretary, of Showboat Indiana, Inc, a Nevada corporation, the general partner of Showboat Indiana Investment Limited Partnership, a general partner of Showboat Marina Partnership, an Indiana general partnership, the general partner of Showboat Marina Casino Partnership, a general partnership organized and existing under the laws of the State of Indiana, and acknowledged the execution of the foregoing instrument acting for and on behalf of said partnership.

     Witness my land and Notarial Seal this 8^th day of March 1999.

/s/ [ILLEGIBLE]  

Notary Public 

My Commission Expires:

March 30, 1995

My County of Residence:

Shelly

7

STATE OF INDIANA	)
		SS:
COUNTY OF LAKE	)

     Before me, a Notary Public in and for said County and State, personally appeared Robert A. Pastrick, and, Mary Marris Leonard, the Mayor and Clerk of the City of East Chicago, a municipal corporation of Lake County, Indians, who acknowledged execution of the foregoing instrument for and on behalf of said municipal corporation.

     Witness my hand and Notarial Seal this 23^rd day of February, 1999.

/s/Richard J. Lesniak  

Richard J. Lesniak, Notary Public 

My Commission Expires:

02.13-08

My County of Residence:
Lake

This instrument was prepared by Norman R Newman, Attorney at Law, Dam Pecar Newman & Kleimen, One American Square. Suite 2300, Box: 82008, Indianapolis, Indiana 46282.

8

PROPERTY DESCRIPTION

That part of Fractional Section 22 and Fractional Section 15, Township 39 North, Range 9 West of the Second Principal Meridian in Lake County, Indiana more particularly described as follows:

Commencing at Point “G” on the Southeasterly bulkhead line (established by the U. S. Government permits of March 27, 1908, October 15, 1925 and July 5, 1932) said point also being on the Southwesterly right-of-way line of Aldis Avenue extended; thence South 46º 46’08” East (assumed Record Bearing) along the Southwesterly line of Aldis Avenue, 1376.00 to a Iron Pipe on the centerline of Vacated Lake Place and the Point of Beginning; thence North 43’15’00” East. Along the centerline of Vacated Lake Place, 66.30 feet; thence North 27’87’17” East, 79.47 feet; thence North 33’50’46” to a In. Pipe on the Northeasterly right-of —way line of Aldis Avenue; thence North 34’33’04” East, 134.78 feet; thence North 87’48’17” East, 79.47 feet; thence North 45’33’40” East, 100.50 feet; thence North 27’26’34” East, 102,39 feet; thence North 35’50’46” East; 100.24 feet; thence North 43’17’00” East, 100.18 feet; thence North 73’22’05” East, 92.36 feet; thence South 88’52’08” East, 85.40 feet; thence South 45’50’45” East 106.63 feet; thence North 72’41’04” East along the North Edge of Dock, 63.28 feet; thence North 17’40’39” East along the east edge Dock 578.84 feet; thence South 72’59’54” West, 13.46 feet; thence North 17’40’39” West, 47.85 feet; thence South 74’17’22” West, along the South edge of Dock, 61.64 feet; thence South 09’56’52” East, 57.80 feet; thence South 04’06’11” East, 100.97 feet; thence South 13’30’32” West, 101.43 feet; thence South 12’57’25” West, 101.27 feet; thence South 28’38’02” East, 100.89 feet; thence South 38’52’10” East, 100.32 feet; thence South 44’18’16” East, 100.12 feet; thence South 63’14’35” East, 107.70 feet; thence South 83’56’42” East, 90.42 feet; thence North 03’16’03” East, 100.05 feet; thence North 03’35’32” East 38.83 feet; thence South 30’27’20” East, 37.74 feet; thence South 48’46’05” East, along said Southwesterly line 15.24 feet to the East line of said Fractional Section 22; thence South 01’46’06” East, along sold East line, 325.27 feet, to a Monument found at Point “C” at the intersection of the East line of sold Fractional Section 22 and the Northeasterly line of vacated Baltimore Avenue extended, 1284.86 feet; thence South 43’13’54” West, 15.90 feet; thence North 55’51’36” West, 465,73 feet; thence North 43’15’00” East 319.49 feet, to the Southeasterly line of Aldis Avenue extended; thence North 46’46’06” West, along sold Southwesterly line, 330.00 feet to the Point of Beginning. Continuing 27.942 acres, more or less.

EXHIBITS “A”

9

PROPERTY ADDITION DESCRIPTION

That part of Fractional Section 22 and Fractional Section 15, Township 39 North, Range 9 West of the Second Principal Meridian in Lake County, Indiana more particularly described as follows:

Commencing at Point “G” on the Southeasterly bulkhead line (established by the U. S. Government permits of March 2, 1908, October 15, 1925 and July 5, 1932) said point also being on the Southwesterly right-of-way line of Aldis Avenue extended; thence South 45’46’08” East (assumed Record Bearing) along the Southwesterly line of Aldis Avenue extended, 376.00 to a Iron Pipe on the centerline of vacated Lake Place; thence North 43’15’00” East Along the centerline of vacated Lake Place, 86.30 feet to a Iron Pipe on the Northeasterly right-of-way line of Aldis Avenue; thence North 34’53’04” East, 134.78 feet; thence North 87’48’17” East, 79.47 feet; thence North 45’33’40” East, 100.50 feet; thence North 27’26’34” East, 102.39 feet; thence North 35’50’46” East, 0.24 feet: thence North 43’17’00 East 100.18 feet; thence North 73’22’05 East, 106.63 feet; thence South 28’53’00 East 115.60 feet; thence South 29’55’11” East, 43.65 feet to the Point of Beginning; thence North 72’41’04” East, along the North Edge of Dock, 63.28 feet; thence North 17’40’39” West,68.50 feet thence North 73’08’53’ East 13.57 feet thence South 17’40’39 East,along the East edge Dock. 576.84 feet: thence South 17’40’39’’ East, along the East edge Dock.576.84 Feet: thence South 72’59’54’’ West 13.40 feet; thence North 17’40’39” West, 47.95 feet; thence South 74’17’22” West, along the South edge of Dock, 61.64 feet; thence North 09’56’52” West, 55.26 feet; thence north 13’49’39’’ West, 84.28 feet;thence North 15’10’45’’ West 100.24 feet; thence North 19’45’25” West, 100.01 feet; thence North 20’54’05” West, 100.04 feet; thence North 29’55’11” West, 40.77 feet to the Point of Beginning. Containing 0.72 acres, more or less.

EXHIBIT “A-1”

10

EXHIBIT “A-2”

11

     A part of Fractional Section 22, Township 37 North, Range 9 West, Lake Country, Indiana, described as follows: Commencing at a Point “G” which point is on the southeasterly bulkhead line (established by U.S. Government Permits of March 27,1929 and July 5, 1932), and the southwesterly line of Aldis Avenue extended, this point being established by a “T” rail set in concrete (the foregoing portion of this description is taken from Instrument No. 95083039): thence South 47 degrees 11 minutes 52 seconds East 428.549 meters (1,406.00 feet) along the southwestern boundary of said Aldis Avenue to the southeastern boundary of vacated Lake Place and the point of beginning of this description; thence North 42 degrees 49 minutes 14 seconds East 20.208 meters (66.30 feet) along the prolonged southeastern boundary of said vacated Lake Place to the prolonged northeastern boundary of said Aldis Avenue; thence South 47 degrees 11 minutes 52 seconds East 168.595 meters (545.57 feet) along the prolonged boundary of said Aldis Avenue; thence South 42 degrees 45 minutes 13 seconds West 51,447 meters (168.79 feet); thence South 47 degrees 14 minutes 37 seconds East 220.000 meters (721.78 feet); thence South 42 degrees 45 minutes 23 seconds West 39.041 meters (128.09 feet) to the northeastern boundary of vacated Baltimore Street; thence North 47 degrees 11 minutes 52 seconds West 295.214 meters (968.55 feet) along the boundary of said vacated Baltimore Street to the northwestern line of the undersigned’s leasehold premises; thence North 42 degrees 47 minutes 02 seconds East 70.104 meters (230.00 feet) along said northwestern line to the prolonged southwestern boundary of said Aldis Avenue; thence North 47 degrees 11 minutes 52 seconds West 91.440 meters (300.00 feet) along the prolonged boundary of said Aldis Avenue to the point of beginning and containing 1.721 hectares (4.252 acres), more or less.

EXHIBIT “B”

12

ACCESS ROAD EASEMENT DESCRIPTION

That part of Fractional Section 22 and Fractional Section 15, Township 39 North, Range 9, West of the Second Principal Meridian in Lake County, Indiana more particularly described as follows:

Commencing at Point “G” on the Southeasterly bulkhead line (established by the U.S. Government permits of March 27, 1908. October 15, 1925 and July 5, 1932) said point also being on the Southwesterly right-of-way line of Aldis Avenue extended; thence South 46.°46.’06”. East (assumed Record Bearing) along the Southwesterly line of Aldis Avenue, 1376.00 to a Iron Pipe on the centerline of vacated Lake Place; thence North 43°15’00”. East, 66.30 feet to the Northeasterly line of Aldis Avenue; thence South 46°46’06”. East, along said Northeasterly line and said line extended. Southeasterly, 440.19 feet to the point of Beginning; thence continuing South 46°48’06”. East, along said Northeasterly line of Aldis Avenue extended. Southeasterly, 83.83 feet; thence South 43°13’54”. West, 55.02 feet; thence South 00°33’52” East, 14.85 feet; thence on a curve to the right, 15.46 feet said curve having a radius of 25.00 feet or a chord that bears South 17°08’52” West, 15.21 feet; thence South 34°51’37”. West 45.13 feet; thence on a curve to the left 121.13 feet said curve having a radius of 85.00 feet and a chord that bears South 05°58’55”. East, 111.18 feet; thence South 46°49’26” East, 1341.96 feet to the East line of said Fractional Section 22; thence South 01°48’08” East, along said East line, 39.70; thence North 48°53’45” West, 717.33 feet; thence North 48°44’10” West, 652.67 feet; thence on a curve to the right, 161.10 feet, said curve having a radius of 113.00 feet and a chord that bears North 05°58’55” West, 147.80 feet; thence North 34°51’37” East, 24.52 feet; thence on a curve to the left 81.71 feet, said curve having a radius of 60.00 feet and a chord that bears North 04°09’18” West, 75.54 feet; thence North 43°10’14” West, 20.54 feet; thence North 43°13’54” East, 51.43 feet to the Point of Beginning.

EXHIBIT “C”

13

Exhibit“D”

14

CONSENT OF MORTGAGEE

     The undersigned, Firstar Bank of Minnesota, N.A., a national banking association (successor by merger to American Bank National Association), as Mortgagee under that certain Leasehold Mortgage, Assignment of Rents and Security Agreement from Showboat Marina Casino Partnership, an Indiana general partnership, as Mortgagor, dated March 28, 1996 and recorded March 29, 1996 as Instrument No. 96-020397 in the office of the Recorder of Lake County, Indiana, does hereby consent to the execution by said Mortgagor of the above and foregoing Second Amendment to Redevelopment Project Lease.

     IN WITNESS WHEREOF, the undersigned Mortgagee has executed this Consent on this [ILLEGIBLE] day of march 1999.

FIRSTAR BANK OF MINNESOTA,N.A.
By: Name:	/s/ Frank P. Leslie III Frank P. Leslie III
Title:	VICE PRESIDENT

Attest:
By:	/s/ Angela M. Weidel La Batho
Name:	Angela M. Weidel La Batho
Title:	Assistant Vice President

15

STATE OF Minnesota	)
	)	SS:
COUNTY OF Ramsey	)

     Before me, a Notary Public in and for said County and State, personally appeared Frank P. Leslio III and A.M. Weidell-LaBathe           the Vice President and Ass’t Vice President of Firstar Bank of Minnesota, N.A., International banking association, who acknowledged execution of the above Consent of Mortgagee for and on behalf of said association.

     Witness my hand and Notarial Seal this 4th day of March, 1999.

By:	/s/ Drostyn S Anderson
	Drostyn S Anderson, Notary Public (SEAL)

My Commission Expires:

January 31, 2000

My County of Residence:

Washington

This instrument was prepared by Norman R. Newman, Attorney at Law, Dann Pecar Newman &. Kleiman, One American Square, Suite 2300, Box 82008, Indianapolis, IN 45282.

16

STATE OF INDIANA
LAKE COUNTY     
FILED FOR RECORD

2005 APR 20 [ILLEGIBLE]
[ILLEGIBLE]

APN(S):                    

RECORDING REQUESTED BY:
AND WHEN RECORDED MAIL TO:

Wilkie Farr & Gallagher LLP
787 Seventh Avenue
New York, New York 10019
Attn: Thomas M. Cerabino

ASSIGNMENT AND ASSUMPTION OF LEASE

     THIS ASSIGNMENT AND ASSUMPTION OF LEASE (this “Agreement”) is made as of this 26^th day of April, 2005 by and between SHOWBOAT MARINA CASINO PARTNERSHIP, an Indiana general partnership (“Seller”), and RIH ACQUISITIONS IN, LLC, an Indiana limited liability company (“Assignee ”) and a wholly-owned subsidiary of Resorts International Holdings, LLC, a Delaware limited liability company (“Buyer”). Capitalized terms used but not otherwise defined herein shall have the meaning given to them in the Asset Purchase Agreement (as defined below).

RECITALS

     A. Seller and Buyer, along with Tunica Partners II L.P., a Mississippi limited partnership, GNOC Corporation, a New Jersey corporation, and Bally’s Olympia limited Partnership, a Delaware limited partnership, are parties to that certain Asset Purchase Agreement dated as of September 27, 2004 (the “Asset Purchase Agreement”), providing for among other things, the sale, conveyance, assignment, transfer and delivery by Seller to Buyer or, under certain conditions, an Affiliate of Buyer, of Seller’s right, title and interest in and to the Purchased Assets relating to the Casino A Property.

     B. As of the date hereof, Buyer has transferred and assigned to Assignee and Assignee has accepted the transfer and assignment of Buyer’s right, title and interest under the Asset Purchase Agreement in and to the Purchased Assets relating to the Casino A Property.

     C. The Seller is a party to that certain Lease listed on Schedule 1 attached hereto (the “Lease”) and by this reference is made a part hereof.

     D. In accordance with the terms of the Asset Purchase Agreement, Seller and Assignee have agreed to enter into this Agreement providing for the assignment, transfer and conveyance to Assignee of the Seller’s rights, title, benefits, privileges and interest in, to and under the Lease.

FILED
APR 28 2005
STEPHEN R. STIGLICH
LAKE COUNTY AUDITOR

AGREEMENT

     NOW, THEREFORE, in consideration of the premises, the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which ate hereby acknowledged, Assignee and Seller agree as follows:

     1.  Assignment. In accordance with and subject to the terms of the Asset Purchase Agreement, Seller does hereby SELL, CONVEY, ASSIGN, TRANSFER and DELIVER to Assignee, and Assignee hereby purchases and accepts with effect as of the Closing all of Seller’s right, title, benefits, privileges and interest in, to and under the Lease, including, without limitation, all security deposits, if any, that have been delivered to Seller in connection with any lease or sublease of the premises covered thereby.

     2. Assumption. In accordance with and subject to the terms of the Asset Purchase Agreement, Assignee does hereby, with effect as of the Closing (a) accepts the foregoing assignments, transfers and conveyances, to the extent that such are legally assignable and necessary consents to assignment have been obtained, of Seller’s rights, title, benefits, privileges, and interest in, to and under the Lease and (b) from and after the Closing, assumes, undertakes and agrees to pay, perform, honor and discharge promptly when due all obligations of Seller in accordance with the respective terms of the Lease.

     3. Release. Subject to the terms and conditions of the Asset Purchase Agreement, from and after the Closing, Seller shall have no Liabilities with respect to the Lease, and Assignee shall assume all such Liabilities. Subject to the terms and conditions of the Asset Purchase Agreement, Assignee, for itself and its Affiliates, does hereby absolutely, irrevocably, forever and fully, generally and specifically, release and discharge the Seller and its Affiliates, from any and all Liabilities, with respect to, pertaining to, or arising from the Lease at any time from and after the Closing.

     4. Validity. Seller represents and warrants that (i) Seller has not assigned or executed any assignment of, and will not assign or execute any assignment of its interest in, the Lease to anyone other than the Assignee, and any assignment, designation or direction by Seller inconsistent herewith shall be void and (ii) Seller has not done any act or executed any document that impairs the rights of the Assignee to the Lease under this Agreement.

     5. Notices. All notices and other communications hereunder shall be delivered in accordance with Section 13.3 of the Asset Purchase Agreement.

     6. Amendments. This Agreement shall not be amended except by a written instrument making specific reference to this Agreement signed by each of the parties hereto.

     7. Governing Law. This Agreement shall be governed by the Laws of the State of Indiana, without giving effect to choice of law principles thereof that would cause the application of the Laws of any other jurisdiction.

     8. Binding on Successors. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors, assigns and representatives.

2

     9. Headings. The subject headings or captions of the paragraphs in this Agreement are inserted for convenience of reference only and shall not affect the meaning, construction or interpretation of the any provisions contained herein. All capitalized terms defined herein are equally applicable to both the singular and plural forms of such terms.

     10. Counterparts. This Agreement may be signed in multiple counterparts, with each counterpart having the same force and effect as if this single instrument were executed by each of the parties hereto and delivered (including by facsimile) to the other party.

     11. Third Party Beneficiaries. There are no third party beneficiaries to this Agreement.

     12. Severability. If any provision of this Agreement shall be held invalid, illegal or unenforceable, the validity, legality or enforceability of the other provisions of this Agreement shall not be affected thereby, and there shall be deemed substituted for the provision at issue a valid, legal and enforceable provision as similar as possible to the provision at issue.

     13. Conflicts. Notwithstanding anything to the contrary contained in this Agreement, in the event of any conflict between the terms of this Agreement and the terms of the Asset Purchase Agreement, the terms of the Asset Purchase Agreement shall control.

     14. Subsequent Action. If at any time after the date hereof the Assignee or Seller will consider or be advised that any instruments of conveyance, assignments, filings, assurances or any other actions that are necessary or desirable to vest, perfect or confirm the sale, transfer, assignment, conveyance and delivery of the Lease to the Assignee, or otherwise to carry out this Agreement, the Seller or Assignee, as the case may be, shall execute and deliver all instruments of conveyance, filings, powers of attorney, assignments and assurances and take and do all such other actions and things as may be reasonably requested by the Assignee or Seller, as the case may be, in order to vest, or perfect confirm the sale, transfer, conveyance and delivery of the Lease or otherwise to carry out the transactions contemplated by this Agreement.

[Signature Page Follows]

3

     IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the day and year first above written.

SELLER:
SHOWBOAT MARINA CASINO PARTNERSHIP, an Indiana general partnership
By:	Showboat Marina Partnership, an Indiana general partnership, its general partner
	By:	Showboat Indiana Investment Limited Partnership, a Nevada limited partnership, its general partner
		By:	Showboat Indiana, Inc., a Nevada corporation its general partner
			By:	/s/ Anthony Sanfilippo
			Name:	Anthony Sanfilippo
			Title:	Senior V.P. and Secretary
ASSIGNEE:
RIH ACQUISITIONS IN, LLC, an Indiana limited liability company
By:	Nicholas L Ribis
Name:	Nicholas L. Ribis
Title:	Board Member

Assignment and Assumption of [ILLEGIBLE] Property (Show boat)

STATE OF TENNESSEE
COUNTY OF SHELBY

     I, [ILLEGIBLE], a Notary Public in and for the aforesaid State and County, hereby certify that on the 26^th day of April, 2005, Anthony sanfilippo personally appeared before me and executed this Assignment and Assumption of Lease on behalf of Showboat Marina Casino Partnership for the purposes described herein.

Given under my hand and seal this 26^th day of April, 2005.

/s/ [ILLEGIBLE]

Notary Public

     My Commission Expires: 1-29-08

(SEAL)

Assignment and Assumption of [ILLEGIBLE] Property (Show boat)

     IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the day and year first above written.

SELLER:
SHOWBOAT MARINA CASINO PARTNERSHIP, an Indiana general partnership
By:	Showboat Marina Partnership, an Indiana general partnership, its general partner
	By:	Showboat Indiana Investment Limited Partnership, a Nevada limited partnership, its general partner
		By:	Showboat Indiana, Inc., a Nevada corporation, its general partner
			By:
			Name:
			Title:
ASSIGNEE:
RIH ACQUISITIONS IN LLC, an Indiana limited liability company
By:	/s/ Nicholas L. Ribis
Name:	Nicholas L. Ribis
Title:	Board Member

Assignment and Assumption of [ILLEGIBLE] Property (Show boat)

STATE OF NEW YORK
COUNTY OF NEW YORK

     I, WILBERT DAVIS, a Notary Public in and for the aforesaid State and County, hereby certify that on the 26^th day of April, 2005, Nicholas L. Ribis personally appeared before me and executed this Assignment and Assumption of Lease on behalf of RIH Acquisition IN, LLC for the purposes described herein.

     Given under my hand and seal this 26^th day of April, 2005.

/s/ Wilbert Davis  

Notary Public 

     My Commission Expires: August 10, 2006

(SEAL)

SCHEDULE I

TO

ASSIGNMENT AND ASSUMPTION OF LEASE

DESCRIPTION OF LEASE

1.	Redevelopment Project Lease by and between the City of East Chicago, Department of Redevelopment (the “City”) and Showboat Marina Partnership, an Indiana general Partnership, dated october, 25 1995
2.	Lease Assignment and Assumption Agreement, dated as of March 28, 1996, from Showboat Marina Partnership, as assignor, to Showboat Marina Casino Partnership, as assignee
3.	First Amendment to Redevelopment Project Lease by and between the City and Showboat Marina Casino Partnership, an Indiana general partnership, dated as of March 28,1996
4.	Second Amendment to Redevelopment Project Lease dated as of January 20, 1999 between the City, the City of East Chicago, a municipal corporation of Lake County. Indiana, and Showboat Marina Casino Partnership
5.	Acknowledgment of the Commencement Date of Redevelopment Project Lease and Notice dated March 28,1996

RECORDING REQUESTED BY:
AND WHEN RECORDED MAIL TO: 2006 094333

Linda Schmidt
Stewart Title Services of Indiana, Inc.
9190 Priority Way West Drive
Suite 110
Indianapolis, IN 46240
660002235DA STATE OF INDIANA
LAKE COUNTY
FILED FOR RECORD

2005 OCT 27 APRIL 09

MICHAEL A. CROWN
RECORDER

ASSIGNMENT AND ASSUMPTION OF LEASE

          THIS ASSIGNMENT AND ASSUMPTION OF LEASE (this “Agreement”) is made as of this 25 day of October, 2006, by and between RIH Acquisitions IN, LLC, an Indiana limited liability company (“Assignor”) and RIH Propco IN, LLC, an Indiana limited liability company(“Assignee”).

RECITALS

     A. Assignor intends to transfer all its right, title and interest in certain Lease listed on Schedule I attached hereto (the “Transfer”) to Assignee, a newly-formed wholly owned subsidiary of Assignor (“Propco”).

     B. Assignor is a party to that certain Lease listed on Schedule I attached hereto (the “Lease”) and by this reference are made a part hereof, with respect to the property described on Schedule II attached hereto.

     C. Assignor and Assignee have agreed to enter into this Agreement providing for the assignment, transfer and conveyance to Assignee of Assignor’s rights, title, benefits, privileges and interest in, to and under the Lease.

AGREEMENT

     NOW, THEREFORE, in consideration of the premises, the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Assignee and Assignor agree as follows:

          1. Assignment. Assignor does hereby CONVEY, ASSIGN, TRANSFER and DELIVER to Assignee, and Assignee hereby accepts with effect as of the Transfer all of Assignor’s right, title, benefits, privileges and interest in, to and under the Lease, including, without limitation, all security deposits paid to the lessor.

          2. Assumption. Assignee does hereby, with effect as of the Transfer (a) accepts the foregoing assignments, transfers and conveyances, to the extent that such arc legally assignable and necessary consents to assignment have been obtained, of Assignor’s rights, title, benefits, privileges, and interest in, to and under the Lease and (b) from and after the Transfer,

(SEAL)

assumes, undertakes and agrees to pay, perform, honor and discharge promptly when due all obligations of tenant in accordance with the respective terms under the Lease.

          3. Indiana Riverboat License. Notwithstanding any provisions to the contrary which may be included in this Agreement, none of the rights, title and interests herein assigned and described shall be deemed to include Assignor’s riverboat license or any of Assignor’s interest therein.

          4. Validity. Assignor represents and warrants that (i) Assignor has not assigned or executed any assignment of, and will not assign or execute any assignment of its interest In, the Lease to anyone other than the Assignee, and any assignment, designation or direction by Assignor inconsistent herewith shall be void and (ii) Assignor has not done any act or executed any document that impairs the rights of the Assignee to the Lease under this Agreement.

          5. Amendments. This Agreement shall not be amended except by a written instrument making specific reference to this Agreement signed by each of the parties hereto.

          6. Governing Law. This Agreement shall be governed by the laws of the State of Indiana, without giving effect to choice of law principles thereof that would cause the application of the Laws of any other jurisdiction.

          7. Binding on Successors. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors, assigns and representatives.

          8. Headings. The subject headings or captions of the paragraphs in this Agreement are inserted for convenience of reference only and shall not affect the meaning, construction or interpretation of the any provisions contained herein. All capitalized terms defined herein are equally applicable to both the singular and plural forms of such terms.

          9. Counterparts. This Agreement may be signed in multiple counterparts, with each counterpart having the same force and effect as if this single instrument were executed by each of the parties hereto and delivered (including by facsimile) to the other party.

          10. Third Party Beneficiaries. There are no third-party beneficiaries to this Agreement.

          11. Severability. If any provision of this Agreement shall be held invalid, illegal or unenforceable, the validity, legality or enforceability of the other provisions of this Agreement shall not be affected thereby, and there shall be deemed substituted for the provision at issue a valid, legal and enforceable provision as similar as possible to the provision at issue.

          12. Subsequent Action. If at any time after the date hereof Assignee or Assignor will consider or be advised that any instruments of conveyance, assignments, filings, assurances or any other actions that are necessary or desirable to vest, perfect or confirm the transfer, assignment, conveyance and delivery of the Lease to Assignee, or otherwise to carry out this Agreement, Assignor or Assignee, as the case may be, shall execute and deliver all instruments of conveyance, fillings, powers of attorney, assignments and assurances and take and

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do all such other actions and things as may be reasonably requested by Assignee or Assignor, as the case may be, in order to vest, perfect, or confirm the transfer, conveyance and delivery of the Lease or otherwise to carry out this Agreement.

[SIGNATURES ON FOLLOWING PAGE]

- 3 -

          IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the day and year first above written.

ASSIGNOR:
RIH ACQUISITIONS IN, LLC.
an Indiana limited liability company
By:	/s/ Eric J. Matejevich
Name:	Eric J. Matejevich
Title:	CFO & Senior VP
ASSIGNEE:
RIH PROPCO IN, LLC,
an Indiana limited liability company
By:	/s/ Eric J. Matejevich
Name:	Eric J. Matejevich
Title:	CFO & Senior VP

This instrument was prepared by Alycia S. Green, attorney at lew. I affirm, under penalties of perjury, that I have taken reasonable care to redact each Social Security Number in this document, unless required by law. Alycia S. Green.

SIGNATURE PAGE TO ASSIGNMENT OF IN LEASE

STATE OF NY
COUNTY OF NY

     I, Alycia Green, a Notary Public in and for the aforesaid State and County, hereby certify that on the ____th day of October, 2006, Eric J. Matejevich personally appeared before me, and executed this Assignment and Assumption of Lease on behalf of RIH Acquisitions IN, LLC for the purposes described herein.

     Given under my hand and seal this 25^th day of October, 2006.

	/s/ ALYCIA GREEN Name:
(SEAL)
	Notary Public of NY
	Resident of NY County

My Commission Expires: [ILLEGIBLE]

STATE OF NY
COUNTY OF NY

     I, Alycia Green, a Notary Public in and for the aforesaid State and County, hereby certify that on the ____th day of October, 2006, Eric J. Matejevich personally appeared before me, and executed this Assignment and Assumption of Lease on behalf of RIH Propco IN, LLC for the purposes described herein.

     Given under my hand and seal this 25^th day of October, 2006

	/s/ ALYCIA GREEN Name:
(SEAL)
	Notary Public of NY
	Resident of NY County

My Commission Expires: [ILLEGIBLE]

SCHEDULE I TO ASSIGNMENT AND ASSUMPTION OF LEASE

DESCRIPTION OF LEASE

• Redevelopment Project Lease by and between the City of East Chicago, Indiana and Showboat Marina Partnership, dated October 19, 1995.

• Lease Assignment and Assumption Agreement from Showboat Marina Partnership, as assignor, to Showboat Marina Casino Partnership, as assignee, dated as of March 28, 1996.

• First Amendment to Redevelopment Project Lease by and between the City of East Chicago, Indiana and Showboat Marins Casino as assignee, dated as of March 28, 1996.

• Acknowledgement of the Commencement Date of Redevelopment Project Lease and Notice dated March 28, 1996.

• Second Amendment to Redevelopment Project Lease by and between the City of East Chicago, Indiana and Showboat Marina Casino Partnership, dated as of January 20, 1999.

• Assignment and Assumption of lease dated as of April 26, 2005 by and between showboat Marina Casino Partnership and RIH Acquisitions IN, LLC.

• 1. Lease Agreement dated June 19, 2006 between RIH Acquisitions IN, LLC and Miller Pizza Co, Inc., dba Miller Pizza, an Indiana Corporation.

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SCHEDULE II TO ASSIGNMENT AND ASSUMPTION OF LEASE

LEGAL DESCRIPTION

(See attached)

Legal Description

Part of Fractional Section 15 and Fractional Section 22, Township 37 North, Range 9 West of the Second Principal Meridian, in Lake County, Indiana, more particularly described as follows: Commencing at point “G” which point is on the Southeasterly bulkhead line (established by U.S. Government permits of March 27, 1908, October 15, 1929 and July 5, 1932), and the Southwesterly right of way line of Aldis Avenue extended, this point being established by a “T” rail set in concrete, thence along the Southwesterly line of Aldis Avenue, South 46 degrees 46 minutes 06 seconds East, 1376.00 feet to point “R” on plat of survey prepared by the County Surveyor of Lake County, Indiana, and dated July 3, 1959 which is the point of beginning, said point being at the intersection of the centerline of vacated Lake Place and the Southwesterly right of way line of Aldis Avenue, thence along the centerline of vacated Lake Place extended, North 43 degrees 15 minutes 00 seconds East, a distance of 66.30 feet to a point “O” on the Northeasterly right of way line of Aldis Avenue, thence North 35 degrees 35 minutes 33 seconds East 134.74 feet (Measured North 34 degrees 53 minutes 04 seconds East, 134.78 feet) to a point, thence North 87 degrees 45 minutes 17 seconds East, 79:47 feet to a point, thence North 45 degrees 33 minutes 40 seconds East, 100.50 feet to a point; thence North 27 degrees 26 minutes 34 seconds East, 102.39 feet to a point, thence North 35 degrees 50 minutes 46 seconds East, 100.34 feet to a point; thence North 43 degrees 17 minutes 00 seconds East,

Lake county, Indiana
([ILLEGIBLE] Casino)

100.18 feet to a point; thence North 73 degrees 22 minutes 05 seconds East, 92.36 feet to a point; thence South 88 degrees 52 minutes 08 seconds East, 85.40 feet to a point; thence South 45 degrees 50 minutes 45 seconds East, 106.63 feet to a point; thence South 28 degrees 53 minutes 00 seconds East, 115.60 feet to a point; thence South 29 degrees 55 minutes 11 seconds East, 43.65 feet; thence North 72 degrees 41 minutes 04 seconds East, along the North edge of a dock, 63.28 feet; thence North 17 degrees 40 minutes 39 seconds West, 68.50 feet; thence North 73 degrees 08 minutes 53 seconds East, 13.57 feet; thence South 17 degrees 40 minutes 39 seconds East, along the East edge of the dock, 576.84 feet; thence South 72 degrees 59 minutes 54 seconds West, 13.46 feet; thence North 17 degrees 40 minutes 39 seconds West, 47.95 feet; thence South 74 degrees 17 minutes 22 seconds West, along the South edge of the dock, 61.64 feet; thence South 09 degrees 56 minutes 52 seconds East, 57.80 feet; thence South 04 degrees 06 minutes 11 seconds East, 100.97 feet to a point; thence South 13 degrees 30 minutes 52 seconds West, 101.43 feet to a point; thence South 12 degrees 57 minutes 25 seconds West, 101.27 feet to a point; thence South 28 degrees 36 minutes 02 seconds East, 100.89 feet to a point; thence South 36 degrees 52 minutes 10 seconds East, 100.32 feet to a point; thence South 44 degrees 18 minutes 16 seconds East, 100.12 feet to a point; thence South 63 degrees 14 minutes 35 seconds East, 107.70 feet to a point; thence South 83 degrees 56 minutes 42 seconds East, 90.42 feet to a point; thence North 03 degrees 16 minutes 06 seconds East, 100.05 feet to a point; thence North 36 degrees 03 minutes 33 seconds East, 38.83 feet to a point; thence South 30 degrees 27 minutes 20 seconds East, 37.74 feet to a point; thence South 03 degrees 35 minutes 32 seconds East, 100.40 feet to a point; thence South 01 degrees 33 minutes 00 seconds West, 100 feet to a point; thence South 02 degrees 24 minutes 49 seconds West, 112.44 feet to a point; thence South 06 degrees 04 minutes 10 seconds East, 30.35 feet to a point; thence South 08 degrees 43 minutes 41 seconds East, 182.27 feet to a point on the Southwesterly line of Aldis Avenue extended; thence Southeasterly along the Southwesterly line of Aldis Avenue, South 46 degrees 46 minutes 06 seconds East, 15.24 feet to a point; thence South 01 degrees 46 minutes 06 seconds East, 325.27 feet to a point “C”, on the Northeasterly right of way line of vacated Baltimore Street; thence Northwesterly along the Northeasterly right of way line of vacated Baltimore Street, North 46 degrees 46 minutes 06 seconds West, 1285.87 feet to a point; thence South 43 degrees 13 minutes 54 seconds West, 15.90 feet to a point; thence North 55 degrees 51 minutes 36 seconds West, 465.73 feet to a point; thence North 43 degrees 15 minutes 00 seconds East, 319.49 feet to a point on the Southwesterly line of Aldis Avenue extended; thence Northwesterly along the Southwesterly line of Aldis Avenue extended, North 46 degrees 46 minutes 06 seconds West, 330.00 feet to the point of beginning.

MEMORANDUM OF MERGER OF LEASEHOLD INTERESTS

     This MEMORANDUM OF MERGER OF LEASEHOLD INTERESTS (the “Memorandum”) is made effective as of the 18th day of September, 2007 (the “Effective Date”) by and between RIH Acquisitions IN, LLC, an Indiana limited liability company (“RIH Acquisitions”) and the City of East Chicago, Indiana, Department of Redevelopment, existing pursuant to Indiana Code 36-7-14 (the “City”).

WITNESSETH:

     WHEREAS, RIH Propco IN, LLC, an Indiana limited liability company and wholly owned subsidiary of RIH Acquisitions (“RIH Propco”) has a leasehold interest in certain real property situated in Lake County, Indiana, more particularly described in the Exhibit A attached hereto and made a part hereof (the “Real Estate”) as evidenced by that certain Memorandum of Redevelopment Project Lease, by and between the City and Showboat Marina Partnership dated October 25, 1995 and recorded November 10, 1995, as Document Number 95068690; assigned by that certain Lease Assignment and Assumption Agreement between Showboat Marina Partnership, as Assignor, and Showboat Marina Casino Partnership, as Assignee, dated March 28, 1996 and recorded March 29, 1996, as Document Number 96020394; as amended by that certain First Amendment to Redevelopment Project Lease between the City and Showboat Marina Casino Partnership, dated March 28, 1996 and recorded March 29, 1996, as Document Number 96020395; as further subject to that certain Acknowledgment of Commencement Date of Redevelopment Project Lease and Notice of Election to Take Possession dated March 28, 1996 and recorded March 29, 1996, as Document Number 96020396; as further amended by that certain Second Amendment of Redevelopment Project Lease between the City and Showboat Marina Casino Partnership, dated January 20, 1999 and recorded March 24, 1999, as Document Number 99025949; as further assigned by a Lease Assignment and Assumption Agreement between Showboat Marina Casino Partnership, as Assignor and RIH Acquisitions, as Assignee, dated April 26, 2005, and recorded April 28, 2005 as Document Number 2005-033880; and as finally assigned to RIH Propco by assignment dated October 25, 2006, and recorded October 27, 2006, as Instrument 2006-094333, all of record in the office of the Recorder of Lake County, Indiana, and collectively hereinafter referred to as the “Lease”.

     WHEREAS, RIH Acquisitions has a sublease hold interest in the Real Estate as evidenced by that certain Memorandum of Lease by and between RIH Propco, as sublessor, and RIH Acquisitions, as sublessee, dated October 25, 2006 and recorded as Instrument 2006094334 in the office of the Recorder of Lake County, Indiana (the “Sublease”).

     WHEREAS, pursuant to that certain Articles of Merger of RIH Propco IN, LLC with and into RIH Acquisitions IN, LLC effective as of the Effective Date hereof (the “Articles of Merger”), RIH Propco and RIH Acquisitions have been merged into a single entity, with RIH Acquisitions being the sole surviving entity (the “Merger”);

     WHEREAS, as a result of the Merger, the leasehold interests of RIH Propco and RIH Acquisitions, respectively, have automatically been merged into a single leasehold interest in RIH Acquisitions under the Lease;

     WHEREAS, RIH Acquisitions and the City now wish to enter into and record this Memorandum acknowledging of record such merger of leasehold interests and to recognize RIH Acquisitions as lessor pursuant to the Lease;

     NOW, THEREFORE, in consideration of these premises and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by each of the parties, the parties agree as follows:

     1. Effective as of the effective date of the Articles of Merger, RIH Acquisitions shall, without any further action on the part of any party hereto or to the Lease, be deemed the lessee under the Lease, with this Memorandum serving as the City’s consent to the same to the extent any such consent is required by law or under the terms of the Lease.

     2. This Memorandum was prepared for recording pursuant to Indiana Code § 36-2-11-20 to put all persons on notice of the above-noted merger of interests and the rights and obligations of the parties under the Lease.

     3. This Memorandum may be executed in a number of identical counterparts. If so executed, each of such counterparts is to be deemed an original for all purposes, and all such counterparts shall, collectively, constitute one agreement, but, in making proof of this Memorandum, it shall not be necessary to produce or account for more than one such counterpart.

[Remainder of Page Intentionally Left Blank]

     IN WITNESS WHEREOF, the undersigned have caused this Memorandum to be executed and delivered by their duly authorized representatives as of the Effective Date.

RIH ACQUISITIONS:	RIH ACQUISITIONS IN, LLC,
	an Indiana limited liability company
	By: Peter C. Walsh
	Printed: Peter C. Walsh
	Title: Vice President

CITY:	THE CITY OF EAST CHICAGO, INDIANA DEPARTMENT OF REDEVELOPMENT
	By:
	Printed:
	Title:
	Attest:
	Printed:
	Title:

ACKNOWLEDGMENT

STATE OF Nevada	)
	)	SS:
COUNTY OF Clark	)

     Before me the undersigned, a Notary Public in and for said County and State, personally appeared Peter C. Walsh, known to me to be the person who, as the Vice President of RIH Acquisitions IN, LLC, an Indiana limited liability company, signed the same, and who acknowledged the execution of the foregoing for and on behalf of said limited liability company as such officer, and who, having been duly sworn, stated that the representations therein contained are true.

     WITNESS MY HAND and Notarial Seal this 18^th day of Sept., 2007.

My Commission Expires:	Theresa D. Padilla Notary Public — Written
Aug. 11, 2009
My County of Residence:	Theresa D. Padilla Notary Public — Printed
Clark County
	NOTARY: AFFIX SEAL
	(SEAL)

     IN WITNESS WHEREOF, the undersigned have caused this Memorandum to be executed and delivered by their duly authorized representatives as of the Effective Date.

RIH ACQUISITIONS:	RIH ACQUISITIONS IN, LLC,
	an Indiana limited liability company
	By:
	Printed:
	Title:

CITY:	THE CITY OF EAST CHICAGO, INDIANA DEPARTMENT OF REDEVELOPMENT
	By:	/s/ John D. Artis
	Printed:	John D. Artis
	Title:	Ex. Director
	Attest:	/s/ Carmen A. Fernandez
	Printed:	Carmen A. Fernandez
	Title:	Counsel

ACKNOWLEDGMENT

STATE OF INDIANA	)
	)	SS:
COUNTY OF LAKE	)

     Before me the undersigned, a Notary Public in and for said County and State personally appeared John Artis and Carmen A. Fernandez known to me to be the persons who, as Executive Director and [ILLEGIBLE], respectively, of the City of East Chicago, Indiana Department of Redevelopment, each signed the same, and who acknowledged the execution of the foregoing for and on behalf of said entity as such officer, and who, having been duly sworn, stated that the representations therein: contained are true.

     WITNESS MY HAND and Notarial Seal this 17 day of Sept., 2007.

My Commission Expires: June 1, 2009	Enedina Rodriguez Notary Public — Written
My County of Residence:	Enedina Rodriguez Notary Public — Printed
LAKE
	NOTARY: AFFIX SEAL

This instrument prepared by Jason Ty Sibbitt, Esq., Bingham McHale LLP, 2700 Market Tower, 10 West Market Street, Indianapolis, Indiana 46204, (317) 635-8900. I affirm under the penalties for perjury, that I have taken reasonable care to redact each Social Security Number in this document, unless required by law.

Jason Ty Sibbitt

EXHIBIT A

LEGAL DESCRIPTION

Part of Fractional Section 22 and Fractional Section 15, Township 39 North, Range 9 west of the Second Principal Meridian, in Lake County, Indiana, more particularly described as follows:

Commencing at point “G” on the Southeasterly bulkhead line (established by U.S. Government permits of March 27, 1908, October 15, 1925 and July 5, 1932), and the Southwesterly right of way line of Aldis Avenue extended, thence South 46º 46’ 06” East (assumed Record Bearing) along the Southwesterly line of Aldis Avenue, 1376.00 feet to a Iron Pipe on the centerline of vacated Lake Place and the Point of Beginning; thence North 43º 15’ 00’ East, along the centerline of vacated Lake Place, 66.30 feet to a Iron Pipe on the Northeasterly right-of-way line of Aldis Avenue; thence North 34º 53’ 04’ East, 134.74 feet; thence North 87º 48’ 17” East, 79.47 feet; thence North 45º 33’ 40” East, 100.50 feet; thence North 27º 26’ 34” East a distance of 102.39 feet; thence North 35º 50’ 46” East, 100.24 feet; thence North 43º 17’ 00” East, 100.18 feet; thence North 73º 22’ 05” East, 92.36 feet; thence South 88º 52’ 08” East, 85.40 feet; thence South 45º 50’ 45” East, 106.63 feet; thence South 28º 53’ 00” East, 115.60 feet; thence South 29º 55’ 11” East, 43.65 feet; thence North 72º 41’ 04” East, along the North edge of a dock, 63.28 feet; thence North 17º 40’ 39” West, 68.50 feet; thence North 73º 08’ 53” East, 13.57 feet; thence South 17º 40’ 39” East, along the East edge of the dock, 576.84 feet; thence South 72º 59’ 54” West, 13.46 feet; thence North 17º 40’ 39” West, 47.95 feet; thence South 74º 17’ 22” West, along the South edge of the dock, 61.64 feet; thence South 09º 56’ 52” East, 57.80 feet; thence South 04º 06’ 11’ East, 100.97 feet; thence South 13º 30’ 52” West, 101.43 feet; thence South 12º 57’ 25” West, 101.27 feet; thence South 28º 36’ 02” East, 100.89 feet; thence South 36º 52’ 10” East, 100.32 feet; thence South 44º 18’ 16” East, 100.12 feet; thence South 63º 14’ 35” East, 107.70 feet; thence South 83º 56’ 42” East, 90.42 feet, thence North 03º 16’ 06” East, 100.05 feet; thence North 36º 03’ 33” East, 38.83 feet; thence South 30º 27’ 20” East, 37.74 feet; thence South 03º 35’ 32” East, 100.40 feet; thence South 01º 33’ 00” West, 100.00 feet; thence South 02º 24’ 49” West, 112.44 feet, thence South 06º 04’ 10” East, 58.35 feet; thence South 08º 43’ 41” East, 182.13 feet to the Southwesterly line of Aldis Avenue extended, thence South 46º 46’ 06” East, 15.24 feet to the East line of said Fractional Section 22; thence South 01º 46’ 06” East, along said East line, 325.27 feet, to a Monument found at Point “C” at the intersection of the East line of said Fractional Section 22 and the Northeasterly line of vacated Baltimore Avenue extended; thence North 46º 46’ 06” West, along the Northeasterly line of vacated Baltimore Avenue extended, 1284.86 feet; thence South 43º 13’ 54” West, 465.73 feet; thence North 43º 15’ 00” East. 319.49 feet, to the Southwesterly line of Aldis Avenue extended; thence North 46º 46’ 06” West, along said Southwesterly line, 330.00 feet to the Point of Beginning.

Containing 27.942 acres, more or less.

EX-10.4

Exhibit 10.4

Exhibit A

The Honorable Robert A. Pastrick
Mayor, City of East Chicago
4525 Indianapolis Boulevard
East Chicago, Indiana 46312

     RE: Gaming Vessel Development Project

Dear Mayor Pastrick:

     Since last fall Showboat Marina Partnership (“Showboat’) has had the privilege of pursuing the development of a casino gaming vessel to be docked on the shore of Lake Michigan in the City of East Chicago (“City”) at the Pastrick Marina, together with additional land-based facilities to support the gaming vessel (the “Project”). In connection with that effort, we have conducted numerous community informational forums during which we explained our concept of the project to the residents of the City and, even more importantly, received comments and suggestions from them concerning our proposal. Most recently, we had the opportunity to participate in the work of the several gaming tasks forces that you organized to make recommendations to your office with respect to the gaming proposal and the economic benefits expected to flow from this new industry. Based upon the recommendations of the Mayor’s Gaming Task Force, Investing in the People; we have engaged in negotiations with the City to identify and agree upon certain economic incentives that the City requires of Showboat in connection with the Project.

     This preliminary agreement (“Agreement”) is intended to memorialize the agreements between the City and Showboat concerning development of the Project.

A. ECONOMIC DEVELOPMENT CONTRIBUTION

     1. Upon commencement of gaming operations, Showboat agrees to contribute annually to and for the benefit of economic development, education and community development in the City an amount equal to three (3%) percent of Showboat’s adjusted gross receipts (as that term is defined in the Indiana Riverboat Gambling Act) (“Contribution”). (Based upon the pro forma financial projections for the Project which will be included in Showboat’s final application to the Indiana Gaming Commission, Showboat estimates that such Contribution will range from approximately six million ($6,000,000) dollars to seven and one-half million ($7,500,000)

The Honorable Robert A. Pastrick
April 8, 1994
Page 2

dollars annually for the initial two and one-half years of operation and from approximately four million ($4,000,000) dollars to five million ($5,000,000) dollars annually thereafter.

     2. Showboat proposes that its Contribution be distributed as follows:

          a. One (1%) percent to the City. Showboat suggests that the City establish or select a board to determine the best use of these funds.

In addition to the City’s portion of the Contribution and as more particularly described later in this Agreement, Showboat agrees to cause certain programs to be instituted or projects to be commenced in 1994 and 1995 (or to provide the necessary funding therefore), without regard to the issuance of a gaming license to Showboat for the operation of the gaming vessel.

          b. One (1%) percent to the Twin City Education Foundation, Inc., (“TCEF”), an Indiana nonprofit corporation. TCEF will be independent of Showboat. Members of a seven member Board of Trustees of TCEF will be selected from or by the following entities or individuals:

• Two representatives of two largest employers

• Mayor

• Common Council

• Board of Trustees of the School City

• Chamber of Commerce

• East Chicago Education Foundation

In addition, at Showboat’s option, Showboat shall be permitted to name an individual to the Board of Trustees of TCEF

TCEF will focus on funding training programs that prepare workers for the 21st century. Training for riverboat-related jobs will not be funded by TCEF.

TCEF will administer as one of its programs a scholarship program (funded initially with a minimum of $50,000) for post-secondary education for residents of East Chicago. Showboat agrees that at least $25,000 shall be set aside annually from this scholarship fund for the benefit of qualifying eighth graders entering high school. Such funds will be placed in individual interest bearing trust accounts for the benefit of such qualifying students and will be made available to them as college scholarships upon their graduation from high school and enrollment in institutions of higher education; provided that they have

The Honorable Robert A. Pastrick
April 8, 1994
Page 3

complied with the requirements of the scholarship program during their high school tenure.

Showboat further agrees that the balance of TCEF’s funds will be dedicated to educational programs (both academic and vocational) in and around the City, with priority being given to programs in the City and for City residents.

          c. One (1%) percent to the East Chicago Community Foundation, Inc. (“ECCF”), an Indiana nonprofit corporation. ECCF will be independent of Showboat ECCF will receive, evaluate and select for funding proposals from individuals or entities within the City, and will fund community development projects within the City. A fifteen-to-twenty-one member Board of Trustees will be selected by or from the following individuals or entities:

• Various Neighborhood Leaders

• Mayor

• Common Council

• Chamber of Commerce

• Board of Trustees of the School City

In addition, at Showboat’s option, Showboat shall be permitted to name an individual to the Board of Trustees of ECCF. The majority of Board members will represent neighborhoods.

     3. Showboat intends to maximize the effectiveness of the funds contributed to TCEF and ECCF by “leveraging” such contributions, possibly by ratios as high as 5 to 1 depending upon the projects undertaken by such corporations. In this context “leveraging” includes using foundation funds as seed money that will attract other investment and using foundation funds to provide matching monies for university, governmental, and other endowments. The City and Showboat acknowledge, however, that such leveraging will be fully successful only if staff persons who are skilled and experienced in pursing and obtaining grants from governmental and other entities are employed by such corporations. Accordingly, Showboat will require as a continuing condition of its Contribution that an appropriate portion of the funds contributed to TCEF and ECCF shall be allocated to administrative and professional salaries to support the leveraging concept.

B. EAST CHICAGO SECOND CENTURY, INC.

     1. In addition to the Contribution described above, Showboat desires to be a catalyst for meaningful and significant economic, commercial and housing development in the City. In order to assist in the pursuit of these objectives, Showboat has formed East Chicago Second Century, Inc. (“Second Century”), a for-profit corporation. Showboat agrees to fund Second Century

The Honorable Robert A. Pastrick
April 8, 1994
Page 4

annually in an amount equal to three-fourths (.75%) percent of adjusted gross receipts from its casino vessel operation.

     2. Showboat intends to maximize the effectiveness of Second Century by endeavoring to “leverage” the amounts with which Second Century is funded, possibly by as much as an 8 to 1 ratio. In this context leveraging means using funds as seed money and using Second Century funds as equity contributions in various projects. In order to accomplish this goal, Second Century will employ staff persons who are experienced in economic and housing development, with particular expertise in applying for and obtaining grants from governmental and other entities.

     3. Showboat agrees further that (i) all of Second Century’s development activities will be directed to sites located within the City, (ii) all projects pursued by Second Century will conform to the City’s development and master plans, and (iii) all projects will receive prior approval from the City. Showboat acknowledges that certain projects have already been Identified by the Mayor’s Gaming Task Force, which projects Second Century is prepared to undertake as priority projects in the manner manually determined by the City and Second Century.

     4. By execution of this Agreement, the City authorizes Second Century, at its option, to proceed with development of the Washington High School and Michigan Avenues sites, subject to all required regulatory approvals. Showboat agrees that all funds expended in connection with these projects will be funded by and through Second Century and that such expenditures will not diminish the amount of the Contribution in any way. Even if a gaming license is not granted, Showboat agrees that Second Century will proceed with the development of the Washington High School site.

C. ADDITIONAL COMMITMENTS BY SHOWBOAT

     1. Reimbursement of City Expenses. Showboat agrees to reimburse the City certain reasonable and necessary expenses incurred by the City in connection with development of the Project. These expresses include but are not limited to the following:

• professional planning fees;

• professional design fees;

• engineering;

• construction of infrastructure, utilities or other improvements at the Pastrick Marina or elsewhere and related to the Project;

• legal fees and costs;

• financial consulting fees;

The Honorable Robert A. Pastrick
April 8, 1994
Page 5

• consulting fees of other professionals whose services are deemed reasonably necessary by the City.

     2. Reimbursement of Payroll Expenses of City Planner. Showboat acknowledges that the City requires the services of a full-time City Planner, that the City currently does not employ anyone in that capacity, and that the City has no funds budgeted for such position for 1994. Accordingly, Showboat agrees that it shall provide the funds necessary to enable the City to hire a professional planner in 1994 at a cost to Showboat not to exceed $70,000 annually, with the understanding that the City will include the expenses of the professional planner in its 1995 municipal budget.

     3. Projects to be Funded in 1994 and 1995. The City has advised Showboat that certain projects and programs are of great importance to the residents of East Chicago. The City has required that Showboat agree to fund the following programs and projects regardless of the issuance of a gaming license to Showboat. Showboat agrees, therefore, to fund the following to a maximum of the estimated expenditures listed for each project or program:

          a. Healthy East Chicago Wellness Program, with estimated expenditures of $100,000 in 1994 and $100,000 in 1995.

          b. Comprehensive market development assessment for the Main Street/Broadway, Chicago Avenue/Indianapolis Boulevard, and Columbus Drive corridors, with estimated expenditures of $70,000 in 1994.

          c. City capital improvement projects as determined by the City, with expenditures of $250,000 in 1994 and $250,000 in 1995.

          d. Development of a small business incubator program at the abandoned Pepsi-Cola Bottling Plant building,1112 W. Chicago Avenue, with estimated expenditures of $250,000 in 1994 and $250,000 in 1995.

          e. Engineering fees related to the water marketing project for extension of the City’s water main to south Lake County, with estimated expenditures of $250,000 in 1994 and $250,000 in 1995.

     Showboat acknowledges that the foregoing is only a partial list of projects and programs which the City has identified. Showboat agrees to continue to cooperate with the Mayor’s Gaming Task Force and the City to accomplish these and certain other projects and programs described in Investing in the People as determined by the City.

The Honorable Robert A. Pastrick
April 8, 1994
Page 6

     The City agrees that fifty (50%) percent of the funds expended by Showboat in connection with the projects and programs described in this paragraph shall be credited against the City’s one (1%) percent share of the Contribution payable to the City during the first and, if necessary, second years of operations. Credits will not be carried over to the third and later years of operations without the City’s approval. Expenditures that are not pre-approved by the City will not be eligible for the credit.

     4. Employment Assistance. Showboat agrees to assist the City in employing individuals required to staff positions necessary to carry out the projects and programs contemplated by this Agreement.

     5. Other Studies. Showboat agrees to reimburse the City for the costs of any studies not specifically described herein which the City is required to perform in connection with the Project. Such expenses incurred by Showboat shall be credited against the City’s one percent (1%) share of the contribution in the manner described in paragraph 3, above.

     6. Labor. Showboat agrees to use local, unionized labor in construction of the Project as well as the other projects to be undertaken by TCEF, ECCF and Second Century.

     7. Opening Day. The City and Showboat agree that time is of the essence in this Agreement Accordingly, Showboat agrees that it shall at all times exert its good faith efforts to cause the Project to be completed and open to the public for regular gaming operations on or before April 30, 1995. Showboat acknowledges that the agreement contained in this paragraph will require that Showboat continue to expend funds prior to the issuance of a gaming license, and Showboat hereby agrees to continue to make such expenditures.

     8. Assessment and Training Center. The Mayor’s Gaming Task Force has identified as a top priority the need to establish an assessment and training center for the benefit primarily of the youth, but ultimately of all residents, of the City. Showboat agrees to commence promptly the work required to organize and establish such center. Such expenses incurred by Showboat shall be credited against the City’s one percent (1%) share of the contribution in the manner described in paragraph 3, above.

     9. Training for East Chicago Residents. Showboat agrees to provide training scholarships in the form of cost-free training for residents of East Chicago who are hired as employees for the Project.

The Honorable Robert A. Pastick
April 8, 1994
Page 7

D. COMMITMENTS BY THE CITY

     In consideration of the foregoing agreements made by Showboat, Showboat has asked that the City take certain actions for the benefit of the Project. Your Honor’s signature below will confirm that the City agrees to:

     1. Support Showboat’s application for an owner’s license to the Indiana Gaming Commission.

     2. Work diligently in a cooperative effort with Showboat to achieve the following:

          a. Continued progress and ultimate completion of the Clink Avenue extension project currently in the design phase;

          b. Construction or expansion of roadways to facilitate ingress to and egress from the gaming vessel site;

          c. Acquisition (either by conveyance or lease) of land necessary for convenient and efficient construction and operation of the Project;

          d. Construction of such infrastructure as is necessary to support the Project;

          e. Expedited issuance of permits and approvals from all governmental agencies having jurisdiction over the Project.

     3. Cooperate with and assist TCEF, ECCF and Second Century to facilitate the achievement of the respective goals and objectives of each entity to the extent that those goals are compatible with the City’s development goals.

     4. Cooperate with and assist TCEF, ECCF, and Second Century to achieve maximum “leveraging” of the funds made available to those corporations by Showboat and effective use of such corporations resources.

     5. Cooperate with Showboat to assure and promote public health, safety and welfare.

E. OTHER MATTERS

     1. Showboat acknowledges the City’s desire that gaming operations commence as promptly as possible and that the economic benefits of the Project begin to flow to the City and its residents as early as possible, with the expectation that gaming operations will commence not

The Honorable Robert A. Pastrick
April 8, 1994
Page 8

later than April 30, 1995. Accordingly, Showboat and the City agree that time is of the essence of this Agreement.

     2. Showboat agrees that it shall continue its negotiations with the City and that, within 90 days of the date of this Agreement, the City and Showboat shall execute a definitive Development Agreement, setting forth specially and in detail all obligations of Showboat related to the development of the Project. The parties acknowledge that achieving this goal will require actions to be taken by governmental units and that if these actions are not completed in a timely manner, the time table may not be met.

     3. This Agreement is subject to the approval of the Board of Directors of Showboat, Inc, at its meeting April 26, 1994.

     We are excited about the opportunities that this Project presents for both the City and Showboat. If this letter accurately sets forth the basis provisions of our Agreements, I request that you sign the letter on behalf of the City and return a copy to me. Thank you for your efforts to date in support of this Project.

Respectfully submitted,

SHOWBOAT MARINA PARTNERSHIP

/s/ Thomas C. Bonner
Thomas C. Bonner
Executive Vice President and Chief Operating Officer
1802 East Columbus Drive
East Chicago, Indiana 46312
(219)392-1111
April 8, 1994

Agreed to and accepted by, subject to the ratification of the Common Council of the City of East Chicago:

CITY OF EAST CHICAGO

/s/ Robert A. Pastrick Robert A. Pastrick
Mayor

Date: [ILLEGIBLE]

Exhibit-A

April 18, 1995

The Honorable Robert A. Pastrick
Mayor, City of East Chicago
4525 Indianapolis Boulevard
East Chicago, Indiana 46312

     Re: Gaming Vessel Development Project.

Dear Mayor Pastrick:

     Pursuant to the economic development agreement executed April 8, 1994 (“Agreement”) , Showboat Marina Partnership (“Showboat”) undertook certain obligations, including the obligation to continue to cooperate with the Mayor’s Gaming Task Force (“Task Force”) to accomplish projects and programs described in Investing in the People, Showboat has negotiated with City Planner [ILLEGIBLE] Taylor, who was designated as the representative of the Task Force for this purpose. We wish to report to you that these negotiations have resulted in Showboat’s agreement to [ILLEGIBLE] the [ILLEGIBLE] on the attached list. As part of these negotiations, Mr. Taylor has advised us that the City does not wish Showboat to provide funding for the small business incubator program which had originally been scheduled for a total of $500,000 of funding. The $500,000 has been redirected to new items. When added to the previous items in the agreement the net amount of fixed sum commitments is more than $5,800.000

     In addition to these items, Showboat will commit to four community development project as follows:

     1. Washington School Site Residential Development. Showboat commits that East Chicago Second Century funds will be used to build approximately 68 townhouses for moderate income citizens from East Chicago on an abandoned school site. The project cost is estimated at $5,000,000.

     2. Michigan Avenue Retail Development: Showboat commits that East Chicago Second Century funds will be used to build a 5-to 8-unit retail center near the Showboat Marina Casino employee parking lot. The project cost is estimated at $4,000,000.

Post Office Box 777 East Chicago. N 46312 Phone(219) 392-1111 [ILLEGIBLE]

The Honorable Robert A. Pastrick
April 18, 1995
Page 2

     3. Homebuyer Guarantee Program: In order to increase home ownership. Showboat will create a pool of $5,000,000 for a minimum of 250 East Chicago residents through a mortgage guarantee program of up to 25% of a home’s purchase price. The result of full utilization of this program would be $20.000,000 in the residential real estate market.

     4. DownPayment Assistance: As a further step in increased home ownership. Showboat will also create a pool of $500,000 to provide down payment assistance of 5% of the purchase price not to exceed $5000 for first-time home buyers who are employees of Showboat Marina Casino.

     Please note that Showboat has agreed that the four programs described above and the items listed on the attachment are not subject to the fifty percent (50%) credit against future incentive payments to the City contained in-the Agreement. As a publicly traded company, the expenditures described in this letter are subject to ratification by the Board of Directors of Showboat, Inc.

     In addition, at this time we. would like to take the opportunity to briefly summarize the revised estimates of the benefits that the City and its residents are expected to receive under the Agreement. These estimates are based upon our current revenue projections for the project, and could change as we continue to refine our research.

• We estimate that the value of the 3% of adjusted gross gaming revenues that will be dedicated to City, the Twin City Education Foundation. and the East Chicago Community Foundation will range from $25.3 million to $28.7 million in the first 5 years of licensure.

• We project that the additional .75% to be used for community investment will result in additional contributions ranging from $.6.6 million to $7.4 million over that same period.

• The value of job training to be provided to employees is projected to be approximately $1.3 million. In addition. Showboat intends to develop a [Illegible] reimbursement program for non-gaming educational endeavors which will be open-ended. However, our experience at our other properties shows that the annual expenditure is likely to be approximately $50,000.

• The contribution to the Cline Avenue Ramp is projected to be $3.5 million.

The Honorable Robert A. Pastrick
April 18, 1995
Page 3

     Depending upon our success in achieving our revenue projections, which we believe are realistic for the East Chicago market, the net impact of the Agreement with the additions (and deletion) set forth in this letter has the potential to exceed $52 million. The five-year value of incentives per resident of the City of East Chicago is over $1500. These figures do not include anticipated leveraged funds of approximately $70,000,000, as estimated by our experts, nor have we included actual hard dollar investment in the Showboat Marina Casino project of approximately $100,000,000.

     In order to present a complete picture of the economic and community development benefits for the City of East Chicago, Showboat requests the opportunity to present a detailed update on the status of the project to the Common Council.

     It continues to be our pleasure to work with the City on this project.

Very truly yours,

SHOWBOAT MARINA PARTNERSHIP
 

/s/ Thomas C. Bonuer  

Thomas C. Bonuer
Chief Executive Officer 

Enclosure
cc: Russ Taylor

ITEMS TO BE PURCHASED BY SHOWBOAT FOR CITY

Item	Category	Description	Est. Cost
1.	Neigh.	Donation for Demolition	$	200.000
2.	Neigh.	Graffted removal machine	$	40.000
3.	Neigh.	Donation to New Addition Revitalization (RONA)	$	60,000
4.	Neigh.	Rehao City Line League Fields	$	120,980
5.	Neigh.	Landscape end Sidewalk Program	$	150.000
		neighbourhood sub total	$	560,360
6.	Law Ent.	Hire Gang and Violence Constant	$	50,000
7.	Law Ent.	5 Police Cars and 2 5.A.R.E. Vans	$	122,990
8.	Law Ent.	Hire Additional Policemen	$	1,071,790
9.	Law Ent.	Additional Police Equipment: Evidence Collection Vehicle,. Mini Padav Wagon, Mobile Police station.	$	164,320
10.	Law Ent.	Emergency Management Department	$	100.000
		Law Enforcement sub-total	$	1,508,100
11.	OPS	Ambulance	$	64,650
12.	OPS	For Equipments Apparatus	$	174,870
13.	OPS	Pumber Fire Truck	$	180,000
14.	OPS	Drug Rehabilitation Program	$	100.000
15.	OPS	Gamblers Anonymous Contribution	$	50,000
		Othor Public Safety sub-total	$	579,520
16.	Schools	School City Athletic van	$	58,950
17.	Schools	Computer Hardware for Schools	$	500,000
		School: sub-total	$	558,950
18.	Int & East	Utility Boom Track	$	69,450
19.	Int & East	Bowne Hyarautic Boat Handler	$	150,000
20.	Int & East	Computer with 16 meo RAM Microchio	$	3,700
21.	Int & East	Past Expenses of City Employee on Showboat	$	1,230
22.	Int & East	Kennedy Avenue Matching funus for construction	$	400,000
23.	Int & East	Computer Equipt. for Public Information Office	$	12,020
24.	Int & East	Engineering Environment	$	68,360
25.	Int & East	Digital Aerial Mapping	$	125,000
26.	Int & East	Transportation System Maintenance Equipment	$	57,000
27.	Int & East	New and Relocated Sites into new haroor	$	404,800
28.	Int & East	Desk Top Publishing Equipment & Software	$	50,000
		Intrastructure & Equipment sub-total	$	1,349,580
		TOTAL ALL ITEMS		34,667,450

Configure an approval of phase 1

SIDE AGREEMENT: EAST CHICAGO SECOND CENTURY, INC.

     This Side Agreement (the “Agreement”), dated as of December 22, 1998, is entered into by and among Showboat Marina Partnership (“SMP”), Waterfront Entertainment and Development, Inc. (“Waterfront”), Thomas S. Cappas (“Cappas”) and Michael A. Pannos (“Pannos”).

RECITALS

     A. East Chicago Second Century, Inc. (“Second Century”) is a for-profit corporation, incorporated under Indiana Business Corporation Law on March 16, 1994 by Michael A. Pannos.

     B. Second Century was formed to develop housing in East Chicago, Indiana with funds from the gaming revenues of the casino riverboat owned and operated by Showboat Marina Casino Partnership in East Chicago, Indiana ( the “Project”)

     C. Second Century has never issued any of its stock.

     D. SMP, Waterfront, Cappas and Pannos are entering into this Agreement in connection with that certain Stock Purchase Agreement, dated as of the date hereof, entered into by and among Harrah’s Entertainment, Inc and Harrah’s Operating Company, Inc. and Margaret Louise Pannos, as Trustee of the Margaret Louise Pannos Trust, Michael A. Pannos, as Trustee of the Michael A. Pannos Trust, Samuel L. Cappas, as Trustee of the Samuel L. Cappas as Trustee of the Samuel L. Cappas Trust, Thomas S. Cappas, as Trustee of the Elizabeth Cappas Trust, Samuel L. Cappas and Peter T. Cappas, as Co- Trustees of the Thomas S. Cappas Grantor Trust, Thomas S. Cappas, as Trustee of the Thomas S. Cappas Trust dated may 1, 1987, Peter T. Cappas, Louis Gonzales and Robert Hoggs and Michael A. Pannos and Thomas S. Cappas ( the “Stock Purchase Agreement”).

AGREEMENT

     1. Each party to this Agreement agrees to take all actions within his/its control to effectuate, prior to the Closing Date (as defined in the Stock Purchase Agreement), the option with respect to Second Century, from among those set forth below, that is selected by the City of East Chicago, Indiana (“City”):

(a)	causing Second Century to be owned and operated by SMP or an affiliate of SMP;
(b)	causing Second Century to be owned and operated by the City; or
(c)	causing Second Century to be owned and operated by Pennos and Cappas.

     2. The obligations of the parties in the previous section are subject to the City not imposing any commercially unreasonable terms or conditions, or any terms or conditions that would be adverse to the gaming licenses of SMP or its affiliates, with respect to the option selected by the City.

     3. The parties shall cooperate in obtaining all consents and approvals from the City, the Indiana Gaming Commission and any other applicable regulatory authorities necessary in connection with the disposition of Second Century pursuant to the Agreement.

     IN WITNESS WHEREOF, the parties hereto have caused the Agreement to be duly executed as of the date first written above.

SHOWBOAT MARINA PARTNERSHIP
By SHOWBOAT INDIANA
INVESTMENT LIMITED PARTNERSHIP.
its Managing Partner
By SHOWBOAT INDIANA. INC, its
General Partner
By:	/s/ Colin V. Reed
Name: Colin V. Reed
Title:Executive Vice President
WATERFRONT ENTERTAINMENT AND
DEVELOPMENT,	INC
By:	Michael A. Pannos
Name:	Michael A. Pannos
Title:	President
/s/ Michael A. Pannos
Michael A. Pannos
/s/ Thomas S. Cappas
Thomas S. Cappas

Confirmation of Agreement and Implementation:
East Chicago Second Century, Inc.

     This Confirmation of Agreement and Implementation (the “Confirmation”), dated as of February 26, 1999, is entered into by and among the City of East Chicago (“City”) and the parties to a Side Agreement entered into as of December 22, 1998 (the “Side Agreement”), which parties are Showboat Marina Partnership, Waterfront Entertainment and Development, Inc. (“Waterfront”), Thomas S. Cappas, and Michael A. Pannos, collectively the “Side Agreement Parties.”

Recitals

A.	The Side Agreement Parties entered into the Side Agreement with respect to East Chicago Second Century, Inc. (“Second Century”), a for-profit corporation, incorporated under Indiana Business Corporation Law on March 16, 1994. by Michael A. Pannos.
B.	The Side Agreement contained the following recitals with respect to Second Century:

1.	Second Century was formed to develop housing in East Chicago, Indiana, with funds from the gaming revenues of the casino riverboat owned and operated by Showboat Marina Casino Partnership in East Chicago, Indiana (the “Project”).
2.	Second Century has never issued any of its stock.

C.	The Side Agreement Parties agreed to take all actions within their control to effectuate the form of ownership and operation of Second Century that would be selected by the City.
D.	Based upon its review of the alternatives, the City has now selected option (c) in paragraph of the Side Agreement with respect to Second Century and has prepared the attached letter and report (Exhibit A), which have been transmitted to the Indiana Gaming Commission.
E.	It is now appropriate to confirm that the actions required by the Side Agreement have been taken and to effectuate the implementation of the City’s decision.
F.	Certain shareholders of Waterfront, namely, George Novogroden, Barry Porter, and the Estate of Nikos [ILLEGIBLE], have withdrawn from and disclaimed any interest in Second Century pursuant to a Withdrawal Agreement executed by them (“Withdrawing Shareholders”).

Confirmation of Agreement and Implementation

     Section 1. The Side Agreement Parties confirm that all actions required by the Side Agreement have been completed and that they are ready to implement the City’s selected option with respect to the ownership and operation of Second Century.

     Section 2. Showboat Marina Partnership, for itself and on behalf of Showboat Marina Casino Partnership, and/or any related company (“Gaming Licensee”), agrees that the Gaming Licensee shall retain the obligation to fund Second Century on behalf of the City and as required by the Permanent License issued by the Indiana Gaming Commission, which funding is set at 0.75% of adjusted gross gaming revenues, but shall have no interest in Second Century. Neither the Side Agreement nor this Confirmation is intended to alter such funding commitment under the Permanent License, and the Gaming Licensee has no obligation to Second Century in addition to such funding commitment.

     Section 3. The City and the Side Agreement Parties agree that the City has the sole responsibility for assuring that Second Century will perform the duties described in the development agreement between the City and Showboat Marina Partnership. All projects to be constructed by Second Century are subject to the prior approval of the City and must conform to the City’s comprehensive plan.

     Section 4. Stock of Second Century will be issued to the those individuals and/or entities designated by Michael A. Pannos and Thomas S. Cappas other than the Withdrawing Shareholders (i)that were shareholders in Waterfront immediately prior to the transfer of the stock of those shareholders to Harrah’s Operating Company, Inc. or (ii) that are directly or indirectly affiliated with such former shareholders and so designated by such shareholders in (i) above Stock of Second Century may not be issued to or held by any individual or entity who has an ownership interest in the Project.

     Section 5. The Side Agreement Parties and the City shall cooperate in obtaining all consents and approvals required by the Indiana Gaming Commission and any other applicable regulatory authorities. and in consummating the agreements herein in connection with the disposition of Second Century pursuant to the letter of the City set forth in Exhibit A and this Confirmation.

     Section 6. The Confirmation is governed by Indiana law.

     Section 7. This Confirmation may be executed in multiple counter parts each of which shall be deemed an original.

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     In witness of this Confirmation, the Side Agreement Parties and the City have caused the Confirmation to be duly executed as of the date first written above.

SHOWBOAT MARINA PARTNERSHIP
By SHOWBOAT INDIANA INVESTMENT LIMITED PARTNERSHIP,
its Managing Partner
By SHOWBOAT INDIANA, INC., its
General) Partner,
By: /s/ Dee A. Wallace
Name: Dee A. Wallace
Title: Assistant Secretary
WATERFRONT ENTERTAINMENT AND
DEVELOPMENT, INC.
By	/s/ Michael A. Pannos
Name:	Michael A. Pannos
Title:
/s/ Michael A. Pannos
Michael A. pannos
/s/ Thomas S. Cappas
Thomas S. Cappas
CITY OF EAST CHICAGO
By	/s/ John D. Artis
Name:	John D. Artis
Title:	Executive Director, East Chicago Redevelopment

Exhibit A: City Letter and Report

[Signature Page to Confirmation of Agreement and
Implementation: East Chicago Second Century, Inc.]

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MEMORANDUM OF UNDERSTANDING

     It is intended that this document serve as a Memorandum of Understanding (“MOU”) resulting from a meeting held on the 25^th day of August, 2000 held at the Mayor’s Conference Room in East Chicago, Indiana between representatives of Showboat Marina Casino Partnership t/a Harrah’s East Chicago, (“Harrah’s”) and representatives of the City of East Chicago, Indiana (“City”).

     Present on behalf of Harrah’s was Joe Domenico, Senior Vice-President and General Manager, and Roy Evans,. Director of Finance, present on behalf of the City was James Fife, Special Assistant to the Mayor, Dr. Tim Raykovich, Special Assistant to the Mayor, Robert Hoggs, Mayor’s Chief of Staff, Kimberly Julkes, Director of Planning, John D. Artis, Director of the East Chicago Department of Redevelopment (“Redevelopment Department”), George Weems, Business Development, Kevin Pastrick consultant to the Mayor, Gilbert Diaz, Building Commissioner, Russell G. Taylor, representing East Chicago Community Foundation, Inc. and Twin City Education Foundation, inc., and Joseph E. Constanza, attorney for the East Chicago Redevelopment Commission.

     The meeting was conducted by James Fife.

I.

Continuation of Existing Economic Incentive Agreements

     Mr. Fife noted that in prior discussions with representatives from Harrah’s it had been agreed that the economic incentives originally committed to by the Showboat Marina Partnership for the gaming project (“Project”) would be continued by Harrah’s during the term of the gaming license in East Chicago (“Term”). These economic incentives are more particularly described in a letter dated April 8, 1994 from Showboat Marina Partnership (“Showboat”) to Robert A.

Pastrick and subsequent letter dated April 18, 1985 (collectively, the “Commitment Letters”). Harrah’s, per Mr. Domenico agreed that it would, during the Term, honor the terms of the Commitment Letters,including but not limited to contributing:

1.	3% of its adjusted gross receipts in equal shares to the City, the Twin City Education Foundation, Inc., and the East Chicago Community Foundation, Inc., and
2.	0.75% of its adjusted gross receipts to East Chicago Second Century, Inc. Mr. Fife, on behalf of the City, commended Harrah’s for its continued commitment to the economic and well-being development of the City of East Chicago.

2

Nothing in this paragraph is intended to modify, expand or increase the commitments set forth in the letters of 4/8/94 and 4/18/95, it being the intention of the parties only to memorialize their understanding that;

1.	the commitments set forth in the first paragraph of the letter of 4/18/95 have been completely fulfilled. The commitments set forth at numbered paragraphs 1 through 4 of said letter, however, have not yet been completely fulfilled and that Harrah’s intends to fulfill them during the Term. The parties also understand that the commitments set forth at paragraphs 1 and 2 of said letter are to be satisfied by funds of East Chicago Second Century, Inc., which funds are included in the .75% of gross gaming revenue contributed by Harrah’s pursuant to paragraph B of the letter of 4/8/94.
2.	the commitments set forth at paragraphs A and B of the letter of 4/8/94 have been fulfilled on a continuing basis to date and Harrah’s will continue to fulfill them upon the same terms during the Term of this MOU. All of the other commitments set forth In said letter of 4/8/94 have been completed or superceded. The City, however, will continue to abide by Paragraph D of said letter.
3.	the parties further acknowledge their understanding and agreement that SMCP’s commitment as set forth in paragraphs 1 and 2 on page 2 of this MOU (a total commitment of 3.75% of the adjusted gross receipts during the Term of this MOU) Is based on the assumption that

3

SMCP is and will continue to be the sole holder of a gaming license within the City of East Chicago. This commitment will continue for so long as this status quo continues.

II.

Employment

     The parties agreed to continue to achieve the goal of maximizing the number of East Chicago residents employed at the Project. Harrah’s, per Mr. Domenico, reaffirmed its promise under the Commitment Letters to provide during the Term training scholarships in the form of cost-free training residents of East Chicago who are hired as employees of the Project. Harrah’s also agreed to continue during the Term its program of preferential hiring of East Chicago residents.

     Harrah’s agreed to develop a hotel employee-training program. Harrah’s also agreed to verify residency of applicants in coordination with the City and track the employment of East Chicago residents and to report such information to the City periodically, but not less frequently than semi-annually.

     Mr. Domenico outlined Harrah’s training program and agreed to participate in the marketing of Harrah’s employee training program to City residents and to provide advance notice to East Chicago residents of employment opportunities.

     Mr. Artis also discussed the Empowerment Zone assessment and certification process under the terms of which East Chicago residents are certified.

4

     Nothing herein or in the discussion described herein is or was intended to require Harrah’s to utilize any particular third party service provider which it may do in its sole, unfettered and absolute discretion.

III.

Intentionally Omitted

IV.

Hotel Development

     The Parties understand that Harrah’s would not undertake to construct a hotel adjacent to the gaming facility unless it can obtain the benefits of a certain level of real property tax abatement (“Abatement”) and of tax incrementing financing (“TIF”) for certain infrastructure improvements benefiting the Hotel. The Redevelopment Department agreed to recommend to the East Chicago Redevelopment Commission (“Commission”) at its next meeting of the adoption of a Declaratory Resolution to establish a TIF district that would include the boundaries of the Hotel and other property deemed appropriate for inclusion by the City (“TIF District”). The Redevelopment Department agreed to seek a Commission meeting on August 30, 2000 to consider the issue and express its support. The City expressed its intent that, if the TIF District were adopted and Harrah’s developed the Hotel as contemplated, it would support the expenditure of tax increment revenues from the TIF District, as and when they became available, to construct infrastructure, such as curbs, lighting, signals, landscaping, sidewalks and the like, for the benefits of the Hotel and East Chicago.

5

V.

Abatement

     Mr. Domenico agreed to propose a schedule of Abatement for the Hotel. The City agreed to consider support for the Abatement depending upon its review of the schedule submitted. Assuming the City’s support for Abatement, the City would recommend to the Common Council the adoption of an ordinance to provide Abatement for the Hotel.

VI.

Permits

     Harrah’s agreed to work with and provide all necessary and appropriate documents and other materials to the City Planner, Building Commissioner and other officials of the City so as to enable all permits and approvals for the construction of the Hotel to be processed. The City agrees to cooperate with Harrah’s in processing and expediting all permits and approvals for the Hotel. Harrah,s acknowledged that but for obtaining the requisite approvals and permits it would not develop the Hotel.

6

VII.

Marina Easement

     Harrah’s will grant to the City a marina access easement substantially in the form of the easement document attached hereto as Exhibit A.

VIII.

Construction of Hotel

     Harrah’s agreed to use its best efforts to engage local contractors and suppliers for the construction of the Hotel and all other construction during the Term. Harrah’s agreed to comply and agreed to cause its contractors, construction managers and subcontractors to comply with all applicable local ordinances, including but not limited to those relating to affirmative action and equal employment opportunities.

IX.

Communication

     Harrah’s agreed to communicate regularly with representatives and officials of the City respecting the progress of the Hotel and any other construction project during the Term and to coordinate activities respecting the same with City officials so as to minimizing disruption of or impact on municipal operations and services.

7

X.

Miscellaneous

     The persons executing this MOU are authorized to enter into it and to make these agreements on behalf of their respective parties. This MOU will be governed by Indiana law. If any provisions of the MOU is held unenforceable, the other terms shall remain in force. The Term shall be coextensive with the existing term of the gaming license in East Chicago and all renewals, extensions and replacements thereof. This MOU shall be binding on and inure to the parties’ successors and assigns. In accordance with Indiana Gaming Commission regulations 68 IAC 1-4-1, Section 1 (d), this MOU may subsequently be disapproved by the Indiana Gaming Commission in accordance with its rules.

     Dated this 25^th day of August, 2000.

8

CITY OF EAST CHICAGO
By:	/s/ Robert A. Pastrick
	Robert A. Pastrick, Mayor
SMCP, t/a Harrah’s East Chicago
By:	/s/ Joseph A. Domenico
	Joseph Domenico Senior Vice President and General Manager

9

EX-31.1

Exhibit 31.1

CERTIFICATION PURSUANT TO RULES 13a-14 AND
15d-14 UNDER THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO SECTION 302
OF THE SARBANES-OXLEY ACT OF 2002

I, John M. Boushy, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Ameristar Casinos, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

          (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

          (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

          (c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

          (d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

          (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

          (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

November 9, 2007

By:	/s/ John M. Boushy
	John M. Boushy
	Chief Executive Officer and President

EX-31.2

Exhibit 31.2

CERTIFICATION PURSUANT TO RULES 13a-14 AND
15d-14 UNDER THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO SECTION 302
OF THE SARBANES-OXLEY ACT OF 2002

I, Thomas M. Steinbauer, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Ameristar Casinos, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

          (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

          (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

          (c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

          (d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

          (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

          (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

November 9, 2007

By:	/s/ Thomas M. Steinbauer
	Thomas M. Steinbauer
	Senior Vice President of Finance, Chief Financial Officer and Treasurer

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EX-32

Exhibit 32

CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, John M. Boushy, Chief Executive Officer and President of Ameristar Casinos, Inc. (the “Company”), certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

1. the Quarterly Report on Form 10-Q of the Company for the period ended September 30, 2007, as filed with the Securities and Exchange Commission (the “Report”), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: November 9, 2007	/s/ John M. Boushy
	John M. Boushy
	Chief Executive Officer and President of Ameristar Casinos, Inc.

I, Thomas M. Steinbauer, Senior Vice President of Finance, Chief Financial Officer and Treasurer of Ameristar Casinos, Inc. (the “Company”), certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

1. the Quarterly Report on Form 10-Q of the Company for the period ended September 30, 2007, as filed with the Securities and Exchange Commission (the “Report”), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: November 9, 2007	/s/ Thomas M. Steinbauer
	Thomas M. Steinbauer
	Senior Vice President of Finance, Chief Financial Officer and Treasurer of Ameristar Casinos, Inc.

This certification accompanies the Report pursuant to §906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of §18 of the Securities Exchange Act of 1934, as amended.