**Exhibit 10**

 

**FIRST AMENDMENT TOSECOND AMENDED AND RESTATED CREDIT AGREEMENT**

 

This FIRSTAMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”),dated as of April 18, 2003, is entered into by and among Argosy Gaming Company,a Delaware corporation, Alton Gaming Company, an Illinois corporation, Argosyof Iowa, Inc., an Iowa corporation, Argosy of Louisiana, Inc., a Louisianacorporation, Belle of Sioux City, L.P., an Iowa limited partnership, CatfishQueen Partnership in Commendam, a Louisiana partnership in commendam,Centroplex Centre Convention Hotel, L.L.C., a Louisiana limited liabilitycompany, Empress Casino Joliet Corporation, an Illinois corporation, IndianaGaming II, L.P., an Indiana limited partnership, The Indiana Gaming Company, anIndiana corporation, Indiana Gaming Holding Company, an Indiana corporation,Indiana Gaming Company, L.P., an Indiana limited partnership, Iowa GamingCompany, an Iowa corporation, Jazz Enterprises, Inc., a Louisiana corporation,and The Missouri Gaming Company, a Missouri corporation (collectively, the “Borrowers”),and Wells Fargo Bank, National Association, as administrative agent for theLenders (in such capacity, the “Administrative Agent”), L/C Issuer andSwing Line Lender, and amends that certain Second Amended and Restated CreditAgreement, dated as of July 31, 2001 (the “Credit Agreement”), by andamong the Borrowers, the financial institutions listed in Schedule I to theCredit Agreement, Credit Lyonnais Los Angeles Branch, as Syndication Agent,Bank of Scotland and Bankers Trust Company, as Documentation Agents, and WellsFargo Bank, National Association, as Administrative Agent, L/C Issuer and SwingLine Lender.  Capitalized terms used andnot otherwise defined in this Amendment shall have the same meanings in thisAmendment as set forth in the Credit Agreement, and the rules of interpretationset forth in Sections 1.02, 1.03, 1.04, 1.05, 1.10 and 1.11 of the CreditAgreement shall be applicable to this Amendment.

 

**RECITAL**

 

WHEREAS, theBorrowers have requested certain amendments to the Credit Agreement, and theRequired Lenders, on the terms and subject to the conditions set forth herein,have agreed to so amend the Credit Agreement.

 

**AGREEMENT**

 

NOW,THEREFORE, in consideration of the foregoing, the mutual covenants andagreements set forth below and other good and valuable consideration, thereceipt and adequacy of which are hereby acknowledged, the parties agree asfollows:

 

**SECTION 1.        **Amendments.  On the terms of this Amendment and subjectto the satisfaction of the conditions precedent set forth in Section 2 below:

 

(a)           The following definitions are herebyadded to Section 1.01 of the Credit Agreement:

 

“EscrowedSenior Subordinated Note Refinancing Indebtedness” shall mean Indebtedness incurredunder Section 5.02(a)(xiv) for so long as and to the extent that the

 

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proceeds of such Indebtednessare held in a blocked account maintained with the Administrative Agent asdescribed in the proviso to Section 5.02(a)(xiv).

 

“Pre-ApprovedCapital Expenditures” shall mean, collectively, (a) Capital Expendituresmade with respect to the Riverside Casino on or after the Restatement EffectiveDate in an aggregate amount not to exceed $105,000,000, (b) CapitalExpenditures made with respect to the Sioux City Casino on or after theRestatement Effective Date in an aggregate amount not to exceed $10,000,000 and(c) Capital Expenditures made with respect to the Empress Casino on or afterthe Restatement Effective Date in an aggregate amount not to exceed$170,000,000.

 

(b)           The definition of “Fixed Charges” setforth in Section 1.01 of the Credit Agreement is hereby amended by insertingthe following sentence at the end thereof:

 

For theavoidance of doubt, items that fall within clauses (a) and (b) of the foregoingsentence which relate to Escrowed Senior Subordinated Note RefinancingIndebtedness shall be treated as Fixed Charges for all purposes of thisAgreement.

 

(c)           The definition of “Funded Debt” setforth in Section 1.01 of the Credit Agreement is hereby amended to read in itsentirety as follows:

 

“FundedDebt” shall mean the obligations described in clauses (a), (b), (c), (d),(e), (g) and (h) of the definition of “Indebtedness”; provided, however,that Funded Debt shall not include any Escrowed Senior Subordinated NoteRefinancing Indebtedness.

 

(d)           The penultimate sentence of Section2.01(b) of the Credit Agreement is hereby amended, effective as of theRestatement Effective Date, to read in its entirety as follows:

 

Each Notice ofRevolving Loan Borrowing shall be delivered by first-class mail or facsimile tothe Administrative Agent at the office or facsimile number and during the hoursspecified in Section 8.01.

 

(e)           The penultimate sentence of Section2.01(d) of the Credit Agreement is hereby amended, effective as of theRestatement Effective Date, to read in its entirety as follows:

 

Each Notice ofRevolving Loan Conversion shall be delivered by first-class mail or facsimileto the Administrative Agent at the office or to the facsimile number and duringthe hours specified in Section 8.01.

 

(f)            The penultimate sentence of Section2.01(e)(ii) of the Credit Agreement is hereby amended, effective as of theRestatement Effective Date, to read in its entirety as follows:

 

Each Notice ofRevolving Loan Interest Period Selection shall be given by first-class mail orfacsimile to the office or the facsimile number and during the hours specifiedin Section 8.01.

 

(g)           The penultimate sentence of Section2.02(d) of the Credit Agreement is hereby amended, effective as of theRestatement Effective Date, to read in its entirety as follows:

 

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Each Notice ofTerm Loan Conversion shall be delivered by first-class mail or facsimile to theAdministrative Agent at the office or to the facsimile number and during thehours specified in Section 8.01.

 

(h)           The penultimate sentence of Section2.02(e)(ii) of the Credit Agreement is hereby amended, effective as of theRestatement Effective Date, to read in its entirety as follows:

 

Each Notice ofTerm Loan Interest Period Selection shall be given by first-class mail orfacsimile to the office or the facsimile number and during the hours specifiedin Section 8.01.

 

(i)            Section 4.01(t) of the CreditAgreement is hereby amended to read in its entirety as follows:

 

(t)            Labor Matters.  (i) There are no disputes presently subjectto grievance procedure, arbitration or litigation under any of the collectivebargaining agreements, employment contracts or employee welfare or incentiveplans to which any Loan Party is a party and (ii) there are no strikes,lockouts, work stoppages or slowdowns, or, to the knowledge of the Borrowers,jurisdictional disputes or organizing activities occurring or threatened,except, in the case of (i) and (ii), for events or circumstances which, aloneor in the aggregate, could not reasonably be expected to have a MaterialAdverse Effect.

 

(j)            The second sentence of Section4.01(z) of the Credit Agreement is hereby amended to read in its entirety asfollows:

 

As of the Restatement Effective Date, such insurance has not beenterminated and is in full force and effect, and each of the Loan Parties hastaken all action required to be taken as of the date of this Agreement to keepunimpaired its rights thereunder.

 

(k)           Section 5.02(a)(xiv) of the CreditAgreement is hereby amended to read in its entirety as follows:

 

(xiv)        Indebtedness of theBorrowers under initial or successive refinancings of any Indebtednesspermitted by clause (ii), (iii), (iv), (viii) or (ix) above, provided that (A)the principal amount of any such refinancing does not exceed the principalamount of the Indebtedness being refinanced, (B) the material terms andprovisions of any such refinancing (including redemption, prepayment, defaultand subordination provisions but excluding interest rate, fees and otherpricing provisions) are no less favorable to the applicable Borrowers (or tothe Lenders in the case of the subordination provisions) than those of theIndebtedness being refinanced and (C) the weighted average life to maturity ofsuch Indebtedness is not less than the weighted average life to maturity of theIndebtedness being refinanced; provided, that if the proceeds of suchIndebtedness are intended to be used to repurchase all or a portion of the thenoutstanding Senior Subordinated Notes but are not used to immediatelyrepurchase such Senior Subordinated Notes, such Indebtedness shall continue toconstitute Permitted Indebtedness for so long as and to the extent that theproceeds of such Indebtedness are held in a blocked account maintained with theAdministrative Agent pursuant to a control agreement in form and substancesatisfactory to the Administrative Agent not later than June 30, 2004 and provided,further, that the proceeds of such Indebtedness may not be withdrawnfrom such blocked account until the

 

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Borrowers deliver to theAdministrative Agent a certificate executed by the president or chief financialofficer of Argosy certifying that the amount or amounts to be withdrawn fromsuch blocked account will be used solely to repurchase all or a portion of thethen outstanding Senior Subordinated Notes; and

 

(l)            Section 5.02(d)(iii)(B) of theCredit Agreement is hereby amended to read in its entirety as follows:

 

(B)           The aggregate consideration paid bythe Loan Parties for all such acquisitions (excluding consideration consistingof the Equity Securities of Argosy or its Subsidiaries) in any fiscal year doesnot exceed $125,000,000.

 

(m)          Section 5.02(f)(iii) of the CreditAgreement is hereby amended to read in its entirety as follows:

 

(iii)          From and after September 30, 2001,Argosy may repurchase its capital stock for cash, provided, that, ineach case, (A) no Default has occurred and is continuing on the date of, orwill result after giving effect to, any such payment or repurchase,(B) the aggregate amount of such repurchases does not exceed $50,000,000during the term of this Agreement, (C) at the time of the declaration of and atthe time of payment of any such repurchase, the Borrowers are in compliancewith the financial covenants set forth in Section 5.03, in eachcase calculated on a pro forma basis based on the assumption that suchrepurchases had occurred during the most recently ended fiscal quarter and(D) such repurchase is permitted to be made under the terms of the SeniorSubordinated Indenture and the New Subordinated Indenture;

 

(n)           Section 5.02(g) of the CreditAgreement is hereby amended to read in its entirety as follows:

 

(g)           Change in Business.  No Loan Party shall engage, either directlyor indirectly through Affiliates, in any business substantially different fromthe business in which the Loan Parties are engaged on the Restatement EffectiveDate and businesses reasonably related thereto.  The parties hereto agree that for purposes of this Section5.02(g), the ownership and operation of racetracks and the conduct ofpari-mutuel wagering and gaming activities at such racetracks shall be deemedbusinesses which are not substantially different from the businesses in whichthe Loan Parties are engaged on the Restatement Effective Date.

 

(o)           Section 5.02(l) of the CreditAgreement is hereby amended to read in its entirety as follows:

 

(l)            Expenditure Basket.  From and after January 1, 2003, theBorrowers shall not permit the sum of (i) the aggregate consideration inrespect of Acquisitions permitted under Section 5.02(d),(ii) all Investments made under Section 5.02(e)(iii), and(iii) all Capital Expenditures made by the Loan Parties (other than thePre-Approved Capital Expenditures and up to $50,000,000 in the aggregate ofMaintenance Capital Expenditures in the applicable fiscal year of Argosy), toexceed $175,000,000 in any fiscal year of Argosy (the “Expenditure Basket”);provided, however, that to the extent that the Loan Parties donot use the entire amount of the Expenditure Basket in any fiscal year ofArgosy, up to $25,000,000 of the

 

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unused amount of such ExpenditureBasket may be carried forward and used by the Loan Parties in the nextsucceeding fiscal year and such carried forward amount shall be deemed thefirst amount of the Expenditure Basket used by the Loan Parties in such nextsucceeding fiscal year.

 

(p)           The table set forth in Section5.03(a) of the Credit Agreement is hereby amended to read in its entirety asfollows:

 

| **Period**                                                     |   | **Total Funded Debt to  EBITDA Ratio** |   |
|----------------------------------------------------------------|--------|----------------------------------------|--------|
| Restatement  Effective Date to and including December 31, 2004 |   | 4.25:1.00                              |   |
|                                                           |   |                                   |   |
| January  1, 2005 and thereafter                                |   | 4.00:1.00                              |   |

 

(q)           The table set forth in Section5.03(b) of the Credit Agreement is hereby amended to read in its entirety asfollows:

 

| **Period**                                                     |   | **Senior Funded Debt to  EBITDA Ratio** |   |
|----------------------------------------------------------------|--------|-----------------------------------------|--------|
| Restatement Effective Date to and including December  31, 2004 |   | 2.50:1.00                               |   |
|                                                           |   |                                    |   |
| January 1, 2005 and thereafter                                 |   | 2.00:1.00                               |   |

 

(r)            Section 5.03(e) of the CreditAgreement is hereby amended to read in its entirety as follows:

 

(e)           Minimum Maintenance CapitalExpenditures.  The Borrowers shallmake Maintenance Capital Expenditures to the Casinos in an aggregate amount ofnot less than $25,000,000 in each fiscal year of Argosy.

 

(s)           Section 5.03(f) of the CreditAgreement is hereby deleted.

 

(t)            Schedules 4.01(g), 4.01(n) and4.01(q) to the Credit Agreement are hereby amended in their entirety to read asset forth on Schedules 4.01(g), 4.01(n) and 4.01(q) hereto.

 

(u)           The last sentence of Section 2 ofExhibit J to the Credit Agreement is hereby amended, effective as of theRestatement Effective Date, to read in its entirety as follows:

 

Such sale,assignment and delegation shall become effective on the date designated inAttachment 1 hereto (the “Assignment Effective Date”), which date shall be,unless the Administrative Agent shall otherwise consent, at least five (5)Business Days after the date following the date an executed copy of thisAssignment Agreement is delivered to the Administrative Agent in accordancewith Section 3 hereof.

 

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(v)           Section 3 of Exhibit J to the CreditAgreement is hereby amended, effective as of the Restatement Effective Date, toread in its entirety as follows:

 

3.             Assignment Effective Notice.  Upon (a) receipt by the Administrative Agentof a copy of this Assignment Agreement (to each of which is attached a fullycompleted Attachment 1), executed by Assignor Lender and Assignee Lender (and,to the extent required by Section 8.05(c) of the Credit Agreement, bythe Borrowers and the Administrative Agent) and (b) payment to the AdministrativeAgent of the registration and processing fee specified in Section 8.05(e)of the Credit Agreement by Assignor Lender, the Administrative Agent willtransmit to the Borrowers, Assignor Lender and Assignee Lender an AssignmentEffective Notice substantially in the form of Attachment 2 hereto, fullycompleted (an “Assignment Effective Notice”).

 

(w)          The second sentence of the firstparagraph of Attachment 2 to Exhibit J is hereby amended, effective as of theRestatement Effective Date, to read in its entirety as follows:

 

TheAdministrative Agent hereby acknowledges receipt of a completed and fullyexecuted Assignment Agreement, a copy of which is attached hereto.

 

**SECTION 2.        **ConditionsPrecedent to the Effectiveness of this Amendment.  The effectiveness of the amendments contained in Section 1 aboveis conditioned upon, and such amendments shall not be effective until, each ofthe following conditions has been satisfied (the first date on which all of thefollowing conditions have been satisfied being referred to herein as the “AmendmentEffective Date”):

 

(a)           The Administrative Agent shall havereceived, on behalf of the Lenders, this Amendment, duly executed and deliveredby the Borrowers and the Administrative Agent.

 

(b)           The Required Lenders shall haveapproved this Amendment in writing (the “Written Approval”) and shallhave authorized the Administrative Agent to execute and deliver this Amendmenton their behalf.

 

(c)           The Administrative Agent shall havereceived, on behalf of the Lenders, copies of (i) corporate, partnership orlimited liability company resolutions of the board of directors, partners ormanagers of the Borrowers authorizing and ratifying the transactionscontemplated hereby, certified as of the Amendment Effective Date by the Secretaryor an Assistant Secretary of the Borrowers, and (ii) a good standingcertificate for each Borrower from its jurisdiction of formation.

 

(d)           The representations and warrantiesset forth in this Amendment shall be true and correct as of the Amendment EffectiveDate.

 

(e)           The Borrowers shall have paid to theAdministrative Agent, for the account of each Lender which executes the WrittenApproval on or prior to April 18, 2003 in accordance with each such Lender’sProportionate Share, a non-refundable amendment fee equal to 0.20% of the sumof (i) such Lender’s Revolving Credit Commitment and (ii) the Effective Amountof such Lender’s Term Loans.  Suchamendment fees shall be fully earned upon becoming due and payable and shallnot be refundable for any reason whatsoever.

 

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**SECTION 3.        **Representationsand Warranties.  In order to inducethe Administrative Agent and the Lenders to enter into this Amendment and toamend the Credit Agreement in the manner provided in this Amendment, eachBorrower represents and warrants to the Administrative Agent and each Lender asfollows:

 

(a)           Power and Authority.  Each Borrower has all requisite corporate orpartnership power and authority to enter into this Amendment and to carry outthe transactions contemplated by, and perform its obligations under, the CreditAgreement as amended by this Amendment (hereafter referred to as the “AmendedCredit Agreement”).

 

(b)           Authorization of Agreements.  The execution and delivery of this Amendmentby each Borrower and the performance of the Amended Credit Agreement by eachBorrower have been duly authorized by all necessary action, and this Amendmenthas been duly executed and delivered by each Borrower.

 

(c)           Enforceability.  Each of this Amendment and the AmendedCredit Agreement constitutes the legal, valid and binding obligation of eachBorrower enforceable against such Borrower in accordance with its terms, exceptas may be limited by bankruptcy, insolvency or other similar laws affecting theenforcement of creditors’ rights in general. The enforceability of the obligations of each Borrower hereunder issubject to general principles of equity (regardless of whether suchenforceability is considered in a proceeding in equity or at law).

 

(d)           No Conflict.  The execution and delivery by each Borrowerof this Amendment and the performance by each Borrower of each of thisAmendment and the Amended Credit Agreement do not and will not (i) contravene,in any material respect, any provision of any law, regulation, decree, ruling,judgment or order that is applicable to such Borrower or its properties orother assets, (ii) result in a breach of or constitute a default under thecharter, bylaws or other organizational documents of such Borrower or anymaterial agreement, indenture, lease or instrument binding upon such Borroweror its properties or other assets or (iii) result in the creation or impositionof any Liens on its properties other than as permitted under the CreditAgreement.

 

(e)           Governmental Consents.  No authorization or approval or other actionby, and no notice to or filing with, any governmental authority or regulatorybody is required for the due execution, delivery and performance by anyBorrower of this Amendment.

 

(f)            Representations and Warranties inthe Credit Agreement.  Each Borrowerconfirms that as of the Amendment Effective Date the representations andwarranties contained in Article IV of the Credit Agreement are (after givingeffect to this Amendment) true and correct in all material respects (except tothe extent any such representation and warranty is expressly stated to havebeen made as of a specific date, in which case it shall be true and correct asof such specific date) and that no Default has occurred and is continuing.

 

(g)           Restricted Subsidiaries.  As of the Amendment Effective Date, theBorrowers have no Restricted Subsidiaries.

 

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**SECTION 4.        **Miscellaneous.

 

(a)           Reference to and Effect on theCredit Agreement and the other Credit Documents.

 

(i)            Except as specifically amended bythis Amendment and the documents executed and delivered in connection herewith,the Credit Agreement and the other Credit Documents shall remain in full forceand effect and are hereby ratified and confirmed.

 

(ii)           The execution and delivery of thisAmendment and performance of the Amended Credit Agreement shall not, except asexpressly provided herein, constitute a waiver of any provision of, or operateas a waiver of any right, power or remedy of the Administrative Agent or theLenders under, the Credit Agreement or any of the other Credit Documents.

 

(iii)          Upon the conditions precedent setforth herein being satisfied, this Amendment shall be construed as one with theCredit Agreement, and the Credit Agreement shall, where the context requires,be read and construed throughout so as to incorporate this Amendment.

 

(b)           Expenses.  The Borrower acknowledges that all costs andexpenses of the Administrative Agent incurred in connection with this Amendmentwill be paid in accordance with Section 8.02 of the Credit Agreement.

 

(c)           Headings.  Section and subsection headings in thisAmendment are included for convenience of reference only and shall notconstitute a part of this Amendment for any other purpose or be given anysubstantive effect.

 

(d)           Counterparts.  This Amendment may be executed in one ormore counterparts, each of which shall be deemed an original but all of whichtogether shall constitute one and the same instrument.  Transmission by telecopier of an executedcounterpart of this Amendment shall be deemed to constitute due and sufficientdelivery of such counterpart.

 

(e)           Governing Law.  This Amendment shall be governed by andconstrued according to the laws of the State of New York.

 

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.]

 

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IN WITNESSWHEREOF, the parties hereto have duly executed this Amendment as of the datefirst above written.

 
|   | **ARGOSY GAMING COMPANY**, a Delaware  corporation      |
|--------|---------------------------------------------------------|
|   |                                                    |
|   | By:                                                     |    /s/  Dale R. Black |
|   | Name:                                                   | Dale Black |
|   | Title:                                                  | Sr. VP-CFO |
|   |                                                    |
|   | **ALTON GAMING COMPANY**,  an Illinois corporation      |
|   |                                                    |
|   | By:                                                     |    /s/  Dale R. Black |
|   | Name:                                                   | Dale Black |
|   | Title:                                                  | Treasurer |
|   |                                                    |
|   | **ARGOSY OF IOWA, INC.**,  an Iowa corporation          |
|   |                                                    |
|   | By:                                                     |    /s/  Dale R. Black |
|   | Name:                                                   | Dale Black |
|   | Title:                                                  | Treasurer |
|   |                                                    |
|   | **ARGOSY OF LOUISIANA, INC.**,  a Louisiana corporation |
|   |                                                    |
|   | By:                                                     |    /s/  Dale R. Black |
|   | Name:                                                   | Dale Black |
|   | Title:                                                  | Treasurer |
|        |                                                         |  |  |  |  |

 

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|   | **BELLE OF SIOUX CITY, L.P.**,  an Iowa limited partnership                       |
|--------|-----------------------------------------------------------------------------------|
|   |                                                                              |
|   | By:                                                                               | Iowa Gaming Company, an Iowa corporation |
|   | Its:                                                                              | General Partner |
|   |                                                                              |
|   | By:                                                                               | /s/ Dale R. Black |
|   | Name:                                                                             | Dale Black |
|   | Title:                                                                            | Treasurer |
|   |                                                                              |
|   | **CATFISH QUEEN PARTNERSHIP IN COMMENDAM**, a  Louisiana partnership in commendam |
|   |                                                                              |
|   | By:                                                                               | Argosy of Louisiana, Inc., a Louisiana corporation |
|   | Its:                                                                              | General Partner |
|   |                                                                              |
|   | By:                                                                               | /s/ Dale R. Black |
|   | Name:                                                                             | Dale Black |
|   | Title:                                                                            | Treasurer |
|   |                                                                              |
|   | By:                                                                               | Jazz Enterprises, Inc., a Louisiana corporation |
|   | Its:                                                                              | Limited Partner |
|   |                                                                              |
|   | By:                                                                               | /s/ Dale R. Black |
|   | Name:                                                                             | Dale Black |
|   | Title:                                                                            | Treasurer |
|        |                                                                                   |  |  |  |  |  |

 

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|   | **CENTROPLEX CENTRE CONVENTION HOTEL,  L.L.C.**, a  Louisiana limited liability company |
|--------|-----------------------------------------------------------------------------------------|
|   |                                                                                    |
|   | By:                                                                                     | Argosy Gaming Company, a Delaware corporation |
|   | Its:                                                                                    | Sole Member |
|   |                                                                                    |
|   | By:                                                                                     | /s/ Dale R. Black |
|   | Name:                                                                                   | Dale Black |
|   | Title:                                                                                  | Sr. VP-CFO |
|   |                                                                                    |
|   | **EMPRESS CASINO JOLIET CORPORATION**,  an Illinois corporation                         |
|   |                                                                                    |
|   | By:                                                                                     | /s/ Dale R. Black |
|   | Name:                                                                                   | Dale Black |
|   | Title:                                                                                  | Treasurer |
|   |                                                                                    |
|   | **INDIANA GAMING II, L.P.**,  an Indiana limited partnership                            |
|   |                                                                                    |
|   | By:                                                                                     | Indiana Gaming Holding Company, an Indiana  corporation |
|   | Its:                                                                                    | General Partner |
|   |                                                                                    |
|   | By:                                                                                     | /s/ Dale R. Black |
|   | Name:                                                                                   | Dale Black |
|   | Title:                                                                                  | Treasurer |
|   |                                                                                    |
|   | **THE INDIANA GAMING COMPANY**, an Indiana  corporation                                 |
|   |                                                                                    |
|   | By:                                                                                     | /s/ Dale R. Black |
|   | Name:                                                                                   | Dale Black |
|   | Title:                                                                                  | Treasurer |
|        |                                                                                         |  |  |  |  |  |

 

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|   | **INDIANA GAMING HOLDING COMPANY**, an  Indiana corporation       |
|--------|-------------------------------------------------------------------|
|   |                                                              |
|   | By:                                                               | /s/ Dale R. Black |
|   | Name:                                                             | Dale Black |
|   | Title:                                                            | Treasurer |
|   |                                                              |
|   | **INDIANA GAMING COMPANY, L.P.**, an Indiana  limited partnership |
|   |                                                              |
|   | By:                                                               | The Indiana Gaming Company, an Indiana corporation |
|   | Its:                                                              | General Partner |
|   |                                                              |
|   | By:                                                               | /s/ Dale R. Black |
|   | Name:                                                             | Dale Black |
|   | Title:                                                            | Treasurer |
|   |                                                              |
|   | **IOWA GAMING COMPANY**, an Iowa corporation                      |
|   |                                                              |
|   | By:                                                               | /s/ Dale R. Black |
|   | Name:                                                             | Dale R Black |
|   | Title:                                                            | Treasurer |
|   |                                                              |
|   | **JAZZ ENTERPRISES, INC.**, a Louisiana  corporation              |
|   |                                                              |
|   | By:                                                               | /s/ Dale R. Black |
|   | Name:                                                             | Dale R Black |
|   | Title:                                                            | Treasurer |
|        |                                                                   |  |  |  |  |  |

 

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|   | **THE MISSOURI GAMING COMPANY**,  a Missouri corporation |
|--------|----------------------------------------------------------|
|   |                                                     |
|   | By:                                                      | /s/ Dale R. Black |
|   | Name:                                                    | Dale R Black |
|   | Title:                                                   | Treasurer |
|        |                                                          |  |  |  |

 

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|   | **ADMINISTRATIVE  AGENT:**                  |
|--------|---------------------------------------------|
|   |                                        |
|   | **WELLS  FARGO BANK, NATIONAL ASSOCIATION** |
|   |                                        |
|   | By:                                         |   |
|   | Name:                                       |   |
|   | Title:                                      |   |
|        |                                             |  |  |  |

 

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