EXHIBIT 10.4(d) AMENDMENT NO. 3 TO REDUCING REVOLVING LOAN AGREEMENT This Amendment No. 3 to Reducing Revolving Loan Agreement (this "Amendment") dated as of December 30, 1996 is entered into with reference to the Reducing Revolving Loan Agreement...

EXHIBIT 10.4(d)

AMENDMENT NO. 3 TO REDUCING REVOLVING LOAN AGREEMENT

This Amendment No. 3 to Reducing Revolving Loan Agreement
(this "Amendment") dated as of December 30, 1996 is entered into
with reference to the Reducing Revolving Loan Agreement dated as
of October 4, 1994 among Aztar Corporation ("Parent"), Adamar of
New Jersey, Inc. ("ANJI"), Ramada Express, Inc. ("REI" and,
collectively with Parent and ANJI, the "Borrowers"), the Banks
party thereto, Societe Generale and PNC Bank, National
Association (successor by merger to Midlantic Bank, N.A.), as
Lead Managers, Bank One Arizona, N A and Credit Lyonnais, as Co-
Agents, Bankers Trust Company, as Co-Managing Agent, and Bank of
America National Trust and Savings Association, as Managing
Agent, (as heretofore amended by Amendment No. 1 dated
November 3, 1995 and Amendment No. 2 dated December 28, 1995, the
"Loan Agreement"). Capitalized terms used but not defined herein
are used with the meanings set forth for those terms in the Loan
Agreement.

Borrowers and the Managing Agent, acting with the consent
of the Requisite Banks pursuant to Section 11.2 of the Loan
Agreement, agree as follows:

1. Amendment to Section 1.1 - New Definitions. Section
1.1 of the Loan Agreement is amended to add the following new
definitions at the appropriate alphabetical places:

"'Adjusted Senior Funded Debt' means, as of any date
of determination, Adjusted Funded Debt as of that date minus
the principal amount of all Subordinated Obligations
outstanding as of that date."

"'Average Quarterly Adjusted Senior Funded Debt'
means, as of the last day of each Fiscal Quarter, the greater
of (a) the principal amount of all Adjusted Senior Funded Debt
outstanding on such day and (b) the Average Quarterly Senior
Funded Debt as of such day."

"'Average Quarterly Senior Funded Debt' means, as of
the last day of each Fiscal Quarter, the average principal
amount of all Senior Funded Debt outstanding on the last day of
each of the three 4 and 5 week fiscal periods comprising such
Fiscal Quarter."

"Projections-December 1996" means the financial
projections dated December 12, 1996 distributed by or on behalf
of Borrowers to the Banks on or about December 13, 1996.

"'Senior Funded Debt' means Funded Debt that is not a
Subordinated Obligation."

"'Senior Leverage Ratio' means, as of the last day of
each Fiscal Quarter, the ratio of (a) Average Quarterly
Adjusted Senior Funded Debt as of that date to (b) Annualized
Adjusted EBITDA for the fiscal period consisting of that Fiscal
Quarter and the three immediately preceding Fiscal Quarters."

2. Amendment of Section 6.8 - New Clause. Section 6.8
of the Loan Agreement is amended by adding new clause (j) at the
appropriate alphabetical place with appropriate changes in
punctuation, to read in full as follows:

"(j) Liens on all or any part of the Collateral
securing Indebtedness permitted by Section 6.9(j), which
Liens may be pari-passu with the Liens created by the
Collateral Documents, provided that the lenders of such
Indebtedness have entered a written intercreditor
agreement with the Managing Agent, for the benefit of the
Banks, which provides that such Liens may not be enforced
except in conjunction with enforcement of the Liens
created by the Collateral Documents and which contains
other provisions reasonably acceptable to the Managing
Agent."

3. Amendment of Section 6.9 - New Clause. Section 6.9
of the Loan Agreement is amended by adding a new clause (j) to
read in full as follows:

"(j) Indebtedness extended by one or more Banks that
(i) does not exceed $25,000,000 principal outstanding at
any time , (ii) has a maturity date of not less than
12 months or more than 24 months and (iii) is governed by
loan documents which do not contain representations,
covenants or events of default more restrictive than those
contained in this Agreement; provided that such
Indebtedness may be cross-defaulted to this Agreement."

4. Amendment to Section 6.13. Section 6.13 of the Loan
Agreement is amended to revise the table set forth after the
first proviso thereof to read in full as follows:

Fiscal Quarter or Period
Ratio
First Fiscal Quarter 1996 4.50 to 1.00
Second Fiscal Quarter 1996 4.50 to 1.00
Third Fiscal Quarter 1996 5.50 to 1.00
Fourth Fiscal Quarter 1996 5.50 to 1.00
First Fiscal Quarter 1997 5.50 to 1.00
Second Fiscal Quarter 1997 5.20 to 1.00
Third Fiscal Quarter 1997 5.00 to 1.00
Fourth Fiscal Quarter 1997 4.90 to 1.00
First Fiscal Quarter 1998 4.90 to 1.00
Second Fiscal Quarter 1998 4.75 to 1.00
Third Fiscal Quarter 1998 4.75 to 1.00
Fourth Fiscal Quarter 1998 4.60 to 1.00
First Fiscal Quarter 1999 4.60 to 1.00
Second Fiscal Quarter 1999
and thereafter 4.45 to 1.00"

5. Amendment to Add Section 6.21. The Loan Agreement is
amended to add a new Section 6.21, immediately after
Section 6.20, to read in full as follows:

"6.21 Senior Leverage Ratio. Permit the Senior
Leverage Ratio, as of the last day of any Fiscal Quarter
ending after the Closing Date, to be greater than the
ratio set forth below opposite such Fiscal Quarter or the
period during which such Fiscal Quarter occurs:

Fiscal Quarter or Period
Ratio
Fourth Fiscal Quarter 1996 2.25 to 1.00
First Fiscal Quarter 1997 2.25 to 1.00
Second Fiscal Quarter 1997 1.95 to 1.00
Third Fiscal Quarter 1997 1.95 to 1.00
Fourth Fiscal Quarter 1997 1.75 to 1.00
First Fiscal Quarter 1998 1.75 to 1.00
Second Fiscal Quarter 1998 1.55 to 1.00
Third Fiscal Quarter 1998 1.55 to 1.00
Fourth Fiscal Quarter 1998 1.40 to 1.00
First Fiscal Quarter 1999 1.40 to 1.00
Second Fiscal Quarter 1999 1.20 to 1.00
Third Fiscal Quarter 1999 1.15 to 1.00
Fourth Fiscal Quarter 1999
and thereafter 1.05 to 1.00"

6. Amendment to Add New Section 6.22. The Loan
Agreement is amended to add a new Section 6.22, immediately
following Section 6.21, to read in full as follows:

"6.22 Superseding Capital Expenditure Covenant.
(a) Make any Capital Expenditure otherwise permitted by
Sections 6.14 or 6.15 or any New Venture Investment
otherwise permitted by Section 6.16 unless and until
Borrowers deliver to the Managing Agent a Certificate of a
Responsible Official demonstrating that (i) Borrowers
would have been in compliance with Section 6.13, as it
existed immediately prior to Amendment No. 3 to this
Agreement, for the Fiscal Quarter most recently ended and
the immediately preceding Fiscal Quarter and (ii) no
Default or Event of Default then exists, it being
understood that unless and until such a Certificate of
Responsible Official is so delivered the restrictions
applicable to Capital Expenditures and New Venture
Investments shall be as set forth in clause (b) below; and

(b) Make, or become legally obligated to make, any
Capital Expenditure or New Venture Investment (taken
together) (i) during Fiscal Year 1997 if, giving effect

thereto, the aggregate Capital Expenditures and New
Venture Investments made in that Fiscal Year would be in excess
of $40,000,000, (ii) during Fiscal Year 1998 if, giving effect
thereto, the aggregate Capital Expenditures and New Venture
Investments made in that Fiscal Year would be in excess of
$30,000,000 or (iii) during Fiscal Year 1999 if, giving effect
thereto, the aggregate Capital Expenditures and New Venture
Investments made in that Fiscal Year would be in excess of
$30,000,000; provided that (A) if, as of the end of Fiscal Year
1997, Borrowers have achieved financial results at least equal to
these set forth in the Projections-December 1996, the amount by
which Capital Expenditures and New Venture Investments in Fiscal
Year 1997 were less than the amount set forth for such Fiscal
Year may be added to the permitted Capital Expenditure and New
Venture Investments amount for Fiscal Year 1998, (B) if, as of
the end of Fiscal Year 1998, Borrowers have achieved financial
results at least equal to those set forth in the Projections-
December 1996, the amount by which Capital Expenditures and New
Venture Investments in Fiscal Year 1998 were less than the amount
set forth for such Fiscal Year may be added to the permitted
Capital Expenditures and New Venture Investments amount for
Fiscal Year 1999 and (C) the restrictions contained in this
clause (b) shall cease to apply concurrently with the delivery by
Borrowers of the Certificate of Responsible Official referred to
in clause (a) above.

7. Conditions Precedent. The effectiveness of this
Amendment shall be conditioned upon the receipt by the Managing
Agent of all of the following, each properly executed by a
Responsible Official of each party thereto and dated as of the
date hereof:

(a) Counterparts of this Amendment executed by all
parties hereto;

(b) An amendment fee for the account of those Banks that
have consented to this Amendment equal to 1/4 of 1% times
the sum of such Banks' Pro Rata Share of the Commitment
plus such Banks' Pro Rata Share of the principal amount
outstanding under the TEGP Loan Agreement as of
December 15, 1996;

(c) Written consent of each of the Significant
Subsidiaries to the execution, delivery and performance
hereof, substantially in the form of Exhibit A to this
Amendment; and

(d) Written consent of the Requisite Banks as required
under Section 11.2 of the Loan Agreement in the form of
Exhibit B to this Amendment.

8. Representations and Warranties. Borrowers represent
and warrant to the Managing Agent and the Banks that:

(a) as of the date of this Amendment, to the best
knowledge of Borrowers, the assumptions set forth in the
Projections-December 1996 are reasonable and consistent
with each other and with all facts known to Borrowers, and
the Projections-December 1996 are reasonably based on such
assumptions (provided that nothing in this Paragraph 8(a)
shall be construed as a representation or covenant that
the Projections-December 1996 in fact will be achieved);
and

(b) no Default or Event of Default has occurred and
remains continuing.

9. Confirmation. In all other respects, the terms of
the Loan Agreement and the other Loan Documents are hereby
confirmed.

IN WITNESS WHEREOF, Borrowers and the Managing Agent have
executed this Amendment as of the date first written above by
their duly authorized representatives.

AZTAR CORPORATION
ADAMAR OF NEW JERSEY, INC.
RAMADA EXPRESS, INC.

By: ▇.▇. ▇▇▇▇▇▇▇▇▇ ▇▇.

▇.▇. ▇▇▇▇▇▇▇▇▇ ▇▇. V.P.
[Printed Name and Title]

BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION, as Managing Agent

By: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Vice President
Agency Specialist
Exhibit A to Amendment

CONSENT OF SUBSIDIARY GUARANTORS

Reference is hereby made to that certain Reducing
Revolving Loan Agreement dated as of October 4, 1994 among
Aztar Corporation ("Parent"), Adamar of New Jersey, Inc.
("ANJI"), Ramada Express, Inc. ("REI" and, collectively with
Parent and ANJI, the "Borrowers"), the Banks party thereto,
Societe Generale and PNC Bank, National Association (successor
by merger to Midlantic Bank, N.A.), as Lead Managers, Bank One
Arizona, N A and Credit Lyonnais, as Co-Agents, Bankers Trust
Company, as Co-Managing Agent, and Bank of America National
Trust and Savings Association, as Managing Agent (as heretofore
amended, the "Loan Agreement").

Each of the undersigned hereby consents to the
execution, delivery and performance by Borrowers and the
Managing Agent of Amendment No. 3 to the Loan Agreement.

Each of the undersigned represents and warrants to
the Managing Agent and the Banks that there is no defense,
counterclaim or offset of any type or nature to the Subsidiary
Guaranty, and that the same remains in full force and effect.

Dated: December 30, 1996

HOTEL RAMADA OF NEVADA