Equity Underwriting Agreement (2001)Full Document 

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                             Ameristar Casinos, Inc.

                                  Common Stock

                                ($0.01 Par Value)

                          EQUITY UNDERWRITING AGREEMENT

                                                               December 11, 2001

Bear, Stearns & Co. Inc.
Merrill Lynch & Co.
Merrill Lynch, Pierce, Fenner & Smith Incorporated
CIBC World Markets Corp.
As Representatives of the
  Several Underwriters
c/o Bear, Stearns & Co. Inc.
245 Park Avenue
New York, New York  10167
c/o Merrill Lynch & Co.
Merrill Lynch, Pierce, Fenner & Smith Incorporated
4 World Financial Center
New York, New York 10281-1201

Ladies and Gentlemen:

                Ameristar Casinos, Inc., a Nevada corporation (the "COMPANY"),
and Craig H. Neilsen, a stockholder of the Company (the "SELLING STOCKHOLDER"),
propose to sell to the several underwriters (the "UNDERWRITERS") named in
Schedule I hereto for whom you are acting as representatives (the
"REPRESENTATIVES") an aggregate of 6,000,000 shares of the Company's Common
Stock, $0.01 par value (the "FIRM SHARES"), of which 4,000,000 shares will be
sold by the Company and 2,000,000 shares will be sold by the Selling
Stockholder. The respective amounts of the Firm Shares to be so purchased by the
several Underwriters are set forth opposite their names in Schedule I hereto.
The Company and the Selling Stockholder are sometimes referred to herein
collectively as the "SELLERS." The Company also proposes to sell at the
Underwriters' option an aggregate of up to 900,000 additional shares of the
Company's Common Stock (the "OPTION SHARES") as set forth below.

                As the Representatives, you have advised the Company and the
Selling Stockholder (a) that you are authorized to enter into this Agreement on
behalf of the several Underwriters, and (b) that the several Underwriters are
willing, acting severally and not jointly, to purchase the numbers of Firm
Shares set forth opposite their respective names in Schedule I, plus their pro
rata portion of the Option Shares if you elect to exercise the over-

allotment option in whole or in part for the accounts of the several
Underwriters. The Firm Shares and the Option Shares (to the extent the
aforementioned option is exercised) are herein collectively called the "SHARES."

                In consideration of the mutual agreements contained herein and
of the interests of the parties in the transactions contemplated hereby, the
parties hereto agree as follows:

        1.      Representations and Warranties of the Company and the Selling

                (a) The Company represents and warrants to each of the
Underwriters as follows:

                (i) A registration statement on Form S-2 (File No. 333-73178)
with respect to the Shares has been prepared by the Company in conformity with
the requirements of the Securities Act of 1933, as amended (the "ACT"), and the
Rules and Regulations (the "RULES AND REGULATIONS") of the Securities and
Exchange Commission (the "COMMISSION") thereunder and has been filed with the
Commission. The Company has complied with the conditions for the use of Form
S-2. Copies of such registration statement, including any amendments thereto,
the preliminary prospectuses (meeting the requirements of the Rules and
Regulations) contained therein and the exhibits, financial statements and
schedules, as finally amended and revised, have heretofore been delivered by the
Company to you. Such registration statement, together with any registration
statement filed by the Company pursuant to Rule 462 (b) of the Act, herein
referred to as the "REGISTRATION STATEMENT," which shall be deemed to include
all information omitted therefrom in reliance upon Rule 430A and contained in
the Prospectus referred to below, has become effective under the Act and no
post-effective amendment to the Registration Statement has been filed as of the
date of this Agreement. "PROSPECTUS" means the form of prospectus first filed
with the Commission pursuant to Rule 424(b). Each preliminary prospectus
included in the Registration Statement prior to the time it becomes effective is
herein referred to as a "PRELIMINARY PROSPECTUS." Any reference herein to the
Registration Statement, any Preliminary Prospectus or to the Prospectus shall be
deemed to refer to and include any documents incorporated by reference therein,
and, in the case of any reference herein to any Prospectus, also shall be deemed
to include any supplements or amendments thereto, filed with the Commission
after the date of filing of the Prospectus under Rules 424(b) or 430A, and prior
to the termination of the offering of the Shares by the Underwriters.

                (ii) The Commission has not issued an order preventing or
suspending the use of any Prospectus relating to the proposed offering of the
Shares nor instituted proceedings for that purpose. The Registration Statement
contains, and the Prospectus and any amendments or supplements thereto will
contain, all statements which are required to be stated therein by, and will
conform to, the requirements of the Act and the Rules and Regulations. The
documents incorporated by reference in the Prospectus, at the time filed with
the Commission conformed, in all respects to the requirements of the Securities
Exchange Act of 1934 (the "EXCHANGE ACT") or the Act, as applicable, and the
rules and regulations of the Commission thereunder. The Registration Statement
and any amendment


thereto do not contain, and will not contain, any untrue statement of a material
fact and do not omit, and will not omit, to state any material fact required to
be stated therein or necessary to make the statements therein not misleading.
The Prospectus and any amendments and supplements thereto do not contain, and
will not contain, any untrue statement of material fact; and do not omit, and
will not omit, to state any material fact required to be stated therein or
necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading; provided, however, that the Company
makes no representations or warranties as to information contained in or omitted
from the Registration Statement or the Prospectus, or any such amendment or
supplement, in reliance upon, and in conformity with, written information
furnished to the Company by or on behalf of any Underwriter through the
Representatives, expressly for use in the preparation thereof.

                (iii) The outstanding shares of Common Stock of the Company,
including all shares to be sold by the Selling Stockholder, have been duly
authorized and validly issued and are fully paid and non-assessable; the portion
of the Shares to be issued and sold by the Company have been duly authorized and
when issued and paid for as contemplated herein will be validly issued, fully
paid and non-assessable; and no preemptive rights of stockholders exist with
respect to any of the Shares or the issue and sale thereof. Neither the filing
of the Registration Statement nor the offering or sale of the Shares as
contemplated by this Agreement gives rise to any rights, other than those which
have been waived or satisfied, for or relating to the registration of any shares
of Common Stock.

                (iv) The information set forth under the caption
"Capitalization" in the Prospectus is true and correct. All of the Shares
conform to the description thereof contained in the Registration Statement. The
form of certificates for the Shares conforms to the corporate law of the
jurisdiction of the Company's incorporation.

                (v) As of the Closing Date (as defined in Section 2(c) below,
all of the subsidiaries of the Company are listed in Schedule II attached hereto
(each, a "SUBSIDIARY" and collectively, the "SUBSIDIARIES"); all of the
outstanding shares of capital stock of the Subsidiaries have been, and as of the
Closing Date will be, duly authorized and validly issued, are fully paid and
nonassessable and were not issued in violation of any preemptive or similar
rights and will, except as described in the Prospectus, be free and clear of all
liens, encumbrances, equities and claims or restrictions on transferability
(other than those imposed by the Act and the securities or "Blue Sky" laws of
certain jurisdictions, those imposed by applicable Gaming Regulations (as
defined in that certain Indenture dated as of February 2, 2001 among the
Company, the guarantors named therein and U.S. Bank Trust National Association
(the "INDENTURE")) and Permitted Liens (as defined in the Indenture)) or voting;
except as described in the Prospectus, there are no (i) options, warrants or
other rights to purchase, (ii) agreements or other obligations to issue or (iii)
other rights to convert any obligation into, or exchange any securities for,
shares of capital stock of or ownership interests in any of the Subsidiaries
outstanding. Except for the Subsidiaries or as disclosed in the Prospectus and
except for Cash Equivalents (as defined in the Indenture), the Company does not
own, directly or indirectly, any shares of capital stock or any other equity or
long-term debt securities or have any equity interest in any firm, partnership,
joint venture or other entity.


                (vi) Each of the Company and the Subsidiaries is duly
incorporated, validly existing and in good standing under the laws of its
respective jurisdiction of incorporation and has all requisite corporate power
and authority to own its properties and conduct its business as now conducted
and as described in the Prospectus; each of the Company and the Subsidiaries is
duly qualified to do business as a foreign corporation in good standing in all
other jurisdictions where the ownership or leasing of its properties or the
conduct of its business requires such qualification, except where the failure to
be so qualified would not, individually or in the aggregate, reasonably be
expected to have a material adverse effect on the general affairs, management,
business, financial condition, business prospects or results of operations of
the Company and the Subsidiaries, taken as a whole (any such event, a "MATERIAL

                (vii) The Company has all requisite corporate power and
authority to execute, deliver and perform its obligations under this Agreement
and to consummate the transactions contemplated hereby. This Agreement and the
consummation by the Company of the transactions contemplated hereby have been
duly and validly authorized by the Company. This Agreement has been duly
executed and delivered by the Company.

                (viii) No consent, approval, authorization or order of any court
or governmental agency or body is required for the issuance and sale by the

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