**EXHIBIT 10**

 

**SECOND AMENDMENT TO**

**SECOND AMENDED AND RESTATED CREDIT AGREEMENT**

 

ThisSECOND AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”),dated as of September 26, 2003, is entered into by and among Argosy GamingCompany, a Delaware corporation, Alton Gaming Company, an Illinois corporation,Argosy of Iowa, Inc., an Iowa corporation, Argosy of Louisiana, Inc., aLouisiana corporation, Belle of Sioux City, L.P., an Iowa limited partnership,Catfish Queen 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 (as amended to the date hereof, the “CreditAgreement”), by and among the Borrowers, the financial institutions listedin Schedule I to the Credit Agreement, Credit Lyonnais New York Branch(successor to Credit Lyonnais Los Angeles Branch), as Syndication Agent, Bankof Scotland and Bankers Trust Company, as Documentation Agents, and Wells FargoBank, National Association, as Administrative Agent, L/C Issuer and Swing LineLender.  Capitalized terms used and nototherwise 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,the Borrowers and the Administrative Agent acknowledge that for clarificationpurposes, certain amendments to the Credit Agreement are necessary, and subjectto the terms conditions set forth herein the Required Lenders have agreed to soamend the Credit Agreements.

** **

**AGREEMENT**

 

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

** **

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

 

(a)          The definition of “FixedCharge Coverage Ratio” set forth in Section 1.01 of the Credit Agreementis hereby amended by inserting the words “(excluding any Pre-Approved CapitalExpenditures)” in clause (iii) after the words “Non-Financed CapitalExpenditures”.

 

(b)         The definition of“Non-Financed Capital Expenditures” set forth in Section 1.01 of theCredit Agreement is hereby amended by deleting the words “(except Indebtednessunder the Credit Documents)”.

** **

**SECTION 2.        **ConditionsPrecedent to the Effectiveness of this Amendment.  The effectiveness of the amendments contained in Section 1above is conditioned upon, and such amendments shall not be effective until,each of the following conditions has been satisfied (the first date on whichall of the following conditions have been satisfied being referred to herein asthe “Amendment Effective Date”):

 

1

----

 

(a)          The Administrative Agentshall have received, on behalf of the Lenders, this Amendment, duly executedand delivered by the Borrowers and the Administrative Agent.

 

(b)         The Required Lendersshall have approved this Amendment in writing (the “Written Approval”)and shall have authorized the Administrative Agent to execute and deliver thisAmendment on their behalf.

 

(c)          The representations andwarranties set forth in this Amendment shall be true and correct as of theAmendment Effective Date.

 

**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 andWarranties in the Credit Agreement. Each Borrower confirms that as of the Amendment Effective Date therepresentations and warranties contained in Article IV of the CreditAgreement are (after giving effect to this Amendment) true and correct in allmaterial respects (except to the extent any such representation and warranty isexpressly stated to have been made as of a specific date, in which case itshall be true and correct as of such specific date) and that no Default hasoccurred and is continuing.

 

(g)         RestrictedSubsidiaries.  As of the AmendmentEffective Date, the Borrowers have no Restricted Subsidiaries.

 

**SECTION 4.        **Miscellaneous.

 

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

 

(i)            Exceptas specifically amended by this Amendment and the documents executed anddelivered in connection herewith, the Credit Agreement and the other CreditDocuments shall remain in full force and effect and are hereby ratified andconfirmed.

 

2

----

 

(ii)           Theexecution and delivery of this Amendment and performance of the Amended CreditAgreement shall not, except as expressly provided herein, constitute a waiverof any provision of, or operate as a waiver of any right, power or remedy ofthe Administrative Agent or the Lenders under, the Credit Agreement or any ofthe other Credit Documents.

 

(iii)          Uponthe conditions precedent set forth herein being satisfied, this Amendment shallbe construed as one with the Credit Agreement, and the Credit Agreement shall,where the context requires, be read and construed throughout so as toincorporate 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 inthis Amendment 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 PAGEINTENTIONALLY LEFT BLANK.]

 

3

----

 

INWITNESS WHEREOF, the parties hereto have duly executed this Amendment as of thedate first 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 |   |
|   |                                                                               |
|   |                                                                               |
|   | **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 |   |
|        |                                                                                    |  |  |  |  |  |  |  |  |  |  |

 

4

----

 
|   | By:                                                                                     | Jazz Enterprises,  Inc., a Louisiana corporation        |
|--------|-----------------------------------------------------------------------------------------|---------------------------------------------------------|
|   | Its:                                                                                    | Limited Partner                                         |
|   |                                                                                    |
|   |                                                                                    |
|   | By:                                                                                     | /s/ Dale R.  Black                                      |   |
|   | Name:                                                                                   | Dale Black                                              |   |
|   | Title:                                                                                  | Treasurer                                               |   |
|   |                                                                                    |
|   |                                                                                    |
|   | **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:                                                                                  | Treasurer                                               |   |
|   |                                                                                    |
|   |                                                                                    |
|   | **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                                               |   |
|   |                                                                                    |
|   |                                                                                    |
|   | **INDIANA GAMING HOLDING COMPANY**,  an Indiana corporation                             |
|   |                                                                                    |
|   |                                                                                    |
|   | By:                                                                                     | /s/ Dale R.  Black                                      |   |
|   | Name:                                                                                   | Dale Black                                              |   |
|   | Title:                                                                                  | Treasurer                                               |   |
|        |                                                                                         |                                                         |  |  |  |  |  |  |  |  |  |  |  |  |

 

5

----

 
|   | **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 Black |   |
|   | Title:                                                             | Treasurer |   |
|   |                                                               |
|   |                                                               |
|   | **JAZZ ENTERPRISES, INC.**,  a Louisiana corporation               |
|   |                                                               |
|   |                                                               |
|   | By:                                                                | /s/ Dale R.  Black |   |
|   | Name:                                                              | Dale Black |   |
|   | Title:                                                             | Treasurer |   |
|   |                                                               |
|   |                                                               |
|   | **THE MISSOURI GAMING COMPANY**,  a Missouri  corporation          |
|   |                                                               |
|   |                                                               |
|   | By:                                                                | /s/ Dale R.  Black |   |
|   | Name:                                                              | Dale Black |   |
|   | Title:                                                             | Treasurer |   |
|   |                                                               |
|   |                                                               |
|   |                                                               |
|   | **ADMINISTRATIVE AGENT:**                                          |
|   |                                                               |
|   | **WELLS FARGO BANK, NATIONAL  ASSOCIATION**                        |
|   |                                                               |
|   | By:                                                                |   |   |
|   | Name:                                                              |   |   |
|   | Title:                                                             |   |   |
|        |                                                                    |  |  |  |  |  |  |  |  |  |  |  |  |

 

6

----