Exhibit
10.1


 


CONFIDENTIAL


 


FIRST AMENDMENT TO

CREDIT
AGREEMENT


 


THIS FIRST AMENDMENT TO
CREDIT AGREEMENT (this “Amendment”), dated as of February 17, 2010
and effective as of the Effective Date (as hereinafter defined), is made and
entered into by and among ISLE OF CAPRI CASINOS, INC., a Delaware corporation (“Borrower”),
the other Loan Parties (as hereinafter defined) and each of the Lenders (as
hereinafter defined) party hereto (the “Consenting Lenders”).


 


RECITALS


 


A.            Borrower is a party to that certain Credit Agreement
dated as of July 26, 2007 (as amended, amended and restated, supplemented
or otherwise modified from time to time, the “Credit Agreement”) by and
among Borrower, Credit Suisse AG, Cayman Islands Branch (formerly known as “Credit
Suisse, Cayman Islands Branch”), as Administrative Agent (in such capacity, the
“Administrative Agent”) on behalf of the Lenders and Issuing Bank, and
the several banks and other financial institutions or entities from time to
time parties thereto as lenders (the “Lenders”, which include, for
purposes of clarification, the Swing Line Lender).


 


B.            In connection with the Credit Agreement, the Subsidiary
Guarantors (together with Borrower, the “Loan Parties”) have executed
that certain Subsidiary Guaranty dated as of July 26, 2007 (as amended,
amended and restated, supplemented or otherwise modified from time to time, the
“Subsidiary Guaranty”) pursuant to which, among other things, each such
party has guaranteed the obligations of Borrower under the Credit Agreement.


 


C.            Borrower has requested that the Lenders agree to amend
the Credit Agreement subject to, and in accordance with, the terms and
conditions set forth herein.  Borrower
has appointed Credit Suisse Securities (USA) LLC to act as exclusive lead
arranger and exclusive sole bookrunner for this Amendment (the “Amendment
Arranger”).


 


D.            The Consenting Lenders are willing to agree to enter into
this Amendment, subject to the conditions and on the terms set forth below.


 


AGREEMENT


 


NOW, THEREFORE, for good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, Borrower, each of
the Consenting Lenders and the Loan Parties agree as follows:


 


1.             DEFINITIONS.  Except as otherwise expressly provided
herein, capitalized terms used in this Amendment shall have the meanings given
in the Credit Agreement, and the rules of construction set forth in the
Credit Agreement shall apply to this Amendment.


 

















 


2.             AMENDMENTS TO
CREDIT AGREEMENT.


 


2.1           Consolidated
EBITDA.  The definition of
Consolidated EBITDA set forth in Section 1.1 of the Credit Agreement is
amended by (a) inserting “(including, to the extent deducted in
determining Consolidated Net Income, non-cash charges related to ineffective
portions of Hedging Agreements)” at the end of clause (viii) thereof; (b) inserting
“(including Transaction Costs incurred in connection with that certain First
Amendment to Credit Agreement dated as of February 17, 2010)” at the end
of clause (x) thereof; (c) deleting the word “and” at the end of
clause (xi) thereof and replacing it with a comma; and (d) inserting “and
(xiii) any unusual and nonrecurring losses and expenses not to exceed during
the term of this Agreement an amount equal to $10,000,000 minus any amounts
added back pursuant to clause (viii) above during the term of this
Agreement” immediately following clause (xii) thereof.


 


2.2           Interest Rate.


 


a.             Section 1.1 of
the Credit Agreement is amended by deleting the definitions of “Adjusted Libor”,
“Applicable LIBOR Margin”, “Base Rate” and “Commitment Fee Percentage” in their
entirety and inserting the definitions set forth on Exhibit A hereto in
appropriate alphabetical order.


 


b.             Section 1.1 of
the Credit Agreement is amended by deleting the definitions of “Margin
Determination Certificate” and “Margin Reset Date”.  All references to “Margin Determination
Certificate” and “Margin Reset Date” contained in the Loan Documents shall be
deemed null and void, and in furtherance thereof each of the last paragraph of Section 2.2A
of the Credit Agreement, Section 2.3A(iii) of the Credit Agreement
and Section 6.1(xix) of the Credit Agreement are hereby deleted.


 


2.3           Senior Unsecured
Notes.


 


a.             Section 1.1 of
the Credit Agreement is amended by inserting the following new term in the
appropriate alphabetical order:


 


“Unsecured Notes” means Indebtedness of
Borrower or a Restricted Subsidiary (a) having a maturity date of at least
181 days after the outside maturity date of the Term Loans (after taking into
account any extension options available to Borrower hereunder), (b) not
benefiting from any Lien on any property (whether real, personal or mixed) of
Borrower or any Subsidiary of Borrower, (c) having no scheduled principal
amortization payments before final maturity or mandatory repayments based on
asset dispositions (whether voluntary or involuntary, related to insurance
proceeds, condemnation proceeds or otherwise except those of the type contained
in the 7% Subordinated Notes) or earnings or cash flow of Borrower or any
Subsidiary of Borrower, and (d) having no maintenance financial


 


2

















 


covenants and otherwise
having restrictive covenants and defaults that are, taken as a whole, not
materially less favorable to Borrower and the Restricted Subsidiaries than
those in unsecured high-yield note offerings by issuers with similar credit
profiles during the period around the time of issuance (as reasonably
determined by Borrower in good faith based upon a review of such restrictive
covenants and defaults).


 


b.             Section 7.1 of
the Credit Agreement is amended by (I) deleting the word “and” at the end
of clause (xii) thereof, (II) deleting the period at the end of clause
(xiii) thereof and replacing it with a semi-colon and (III) inserting new
clause (xiv) as follows:


 


(xiv)  Borrower and its Restricted Subsidiaries may
become and remain liable with respect to Unsecured Notes; provided that
after giving effect to the incurrence of such Unsecured Notes and the
application of the proceeds thereof (including application to the prepayment of
Loans pursuant to Section 2.4B(iii)(c)), Borrower is in pro forma
compliance with subsection 7.6 as of the end of the most recent Fiscal Quarter
for which financial statements have been delivered (assuming such Unsecured
Notes was incurred, and the application of the proceeds thereof applied, as of
the first day of the period being tested) and no Potential Event of Default or
Event of Default has occurred and is continuing or would arise as a result of
the incurrence of such Unsecured Notes.


 


2.4           Investments.


 


a.             Section 1.1 of
the Credit Agreement is amended by inserting the following new term in
alphabetical order:


 


“Management
Agreement” means an agreement entered into between Borrower or a
Subsidiary, on the one hand, and a Person other than a Subsidiary, on the other
hand, pursuant to which Borrower or a Subsidiary agrees to manage the
operations of a Gaming Facility owned by such Person.


 


b.             Section 1.1 of
the Credit Agreement is amended by deleting the word “corporate” where used the
second time in the definition of “Joint Venture”.


 


c.             Section 7.3 of
the Credit Agreement is amended by (I) deleting the word “and” at the end
of clause (x) thereof, (II) deleting the period at the end of clause
(xi) thereof and replacing it with the words “; and” and (III) inserting
new clause (xii) as follows:


 


(xii) Borrower and its
Subsidiaries may make and own Investments in an aggregate amount not to exceed
$100,000,000 in Persons that own


 


3

















 


Gaming Facilities subject
to (or promptly thereafter to become subject to) a Management Agreement;
provided that to the extent any amounts paid under any such Management
Agreement are received by an Unrestricted Subsidiary, all such amounts (net of
reasonable costs and expenses related thereto) shall be promptly distributed by
such Unrestricted Subsidiary to Borrower or a Restricted Subsidiary.


 


2.5           Maximum
Consolidated Leverage Ratio.  The
information in the table set forth in Section 7.6A of the Credit Agreement
is deleted in its entirety and replaced with the following:


 


	
  Period

  	
   

  	
  Maximum Consolidated

  Total Leverage Ratio

  
	
   

  	
   

  	
   

  
	
  August 1, 2007 — October 31, 2007

  	
   

  	
  6.75:1.00

  
	
  November 1, 2007 — January 31, 2008

  	
   

  	
  7.00:1.00

  
	
  February 1, 2008 — April 30, 2008

  	
   

  	
  7.50:1.00

  
	
  May 1, 2008 — October 31, 2008

  	
   

  	
  7.65:1.00

  
	
  November 1, 2008 — January 31, 2009

  	
   

  	
  7.50:1.00

  
	
  February 1, 2009 — April 30, 2009

  	
   

  	
  7.25:1.00

  
	
  May 1, 2009 — October 31, 2009

  	
   

  	
  7.00:1.00

  
	
  November 1, 2009 — January 31, 2011

  	
   

  	
  7.50:1.00

  
	
  February 1, 2011 — April 30, 2011

  	
   

  	
  7.40:1.00

  
	
  May 1, 2011 — July 31, 2011

  	
   

  	
  7.30:1.00

  
	
  August 1, 2011 — October 31, 2011

  	
   

  	
  7.20:1.00

  
	
  November 1, 2011 — January 31, 2012

  	
   

  	
  7.10:1.00

  
	
  February 1, 2012 — April 30, 2012

  	
   

  	
  7.00:1.00

  
	
  May 1, 2012 — October 31, 2012

  	
   

  	
  4.75:1.00

  
	
  November 1, 2012 and thereafter

  	
   

  	
  4.50:1.00

  



 


2.6           Minimum Interest
Coverage Ratio.  The information in
the table set forth in Section 7.6B of the Credit Agreement is deleted in
its entirety and replaced with the following:


 


4

















 


	
  Period

  	
   

  	
  Minimum Interest

  Coverage Ratio

  
	
   

  	
   

  	
   

  
	
  November 1, 2007 — April 30, 2010

  	
   

  	
  2.00:1.00

  
	
  May 1, 2010 — July 31, 2010

  	
   

  	
  2.05:1.00

  
	
  August 1, 2010 — October 31, 2010

  	
   

  	
  1.85:1.00

  
	
  November 1, 2010 — January 31, 2011

  	
   

  	
  1.75:1.00

  
	
  February 1, 2011 — April 30, 2011

  	
   

  	
  1.80:1.00

  
	
  May 1, 2011 — October 31, 2011

  	
   

  	
  1.85:1.00

  
	
  November 1, 2011 — April 30, 2012

  	
   

  	
  1.90:1.00

  
	
  May 1, 2012 and thereafter

  	
   

  	
  2.50:1.00

  



 


2.7           Fundamental
Changes.  Section 7.7 of the
Credit Agreement is amended by (a) deleting the word “and” at the end of
clause (viii) thereof, (b) deleting the period at the end of clause (ix) thereof
and replacing it with the terms “; and”; and (c) inserting a new clause (x) as
follows:


 


(x)            any Restricted Subsidiary of
Borrower may change its legal form so long as (A) if any such Restricted
Subsidiary is a Subsidiary Guarantor it shall continue as a Subsidiary
Guarantor and (B) such transaction shall have been undertaken for a valid
purpose and shall not be disadvantageous to the Lenders or otherwise affect the
Liens of the Secured Parties created and/or perfected under the Security
Documents in any manner (and, in furtherance thereof, Borrower shall, and shall
cause such Restricted Subsidiary to, take such actions and execute and deliver
such documents, instruments, agreements and certificates (including
ratifications of Loan Documents and legal opinions of counsel) as may be
reasonably requested by Administrative Agent in furtherance of the foregoing).


 


2.8           Fiscal Year.  Section 7.9 of the Credit Agreement is
amended by inserting the following word immediately prior to the period in such
section:


 


; provided that in the
event Administrative Agent consents to any such change, Administrative Agent is
authorized by the Lenders to make such changes to this Agreement (including the
left hand columns of the tables set forth in Section 7.6) as may be
appropriate to reflect such change.


 


2.9           License
Revocation.  Section 1.1 of the
Credit Agreement is amended by deleting the definition of “License Revocation”
in its entirety and replacing it with the following:


 


“License
Revocation” means, with respect to Borrower and any of its
Restricted Subsidiaries, the revocation, failure to renew or suspension of, or
the appointment of a receiver, supervisor or similar official with respect 


 


5

















 


to, any Gaming
Authorization or other casino, gambling or gaming license issued by any Gaming
Authority to Borrower or any Restricted Subsidiary covering any Gaming Facility
or other gaming facility owned, leased, operated or used by Borrower or any
such Restricted Subsidiary.


 


3.             REPRESENTATIONS
AND WARRANTIES.  To induce the
Consenting Lenders to agree to this Amendment, Borrower and each of the other
Loan Parties represents to the Consenting Lenders and the Administrative Agent
that as of the date hereof and as of the Effective Date:


 


(a)           Borrower and each of
the other Loan Parties has all power and authority to enter into, execute and
deliver this Amendment and to carry out the transactions contemplated by, and
to perform its obligations under or in respect of, this Amendment;


 


(b)           the execution and
delivery of this Amendment and the performance of the obligations of Borrower
and each of the other Loan Parties under or in respect of this Amendment have
been duly authorized by all necessary action on the part of Borrower and each
of the other Loan Parties;


 


(c)           the execution and
delivery of this Amendment and the performance of the obligations of Borrower
and each of the other Loan Parties under or in respect of this Amendment do not
and will not conflict with or violate (i) any provision of the articles or
certificate of incorporation or bylaws (or similar constituent documents) of
Borrower or any other Loan Party, (ii) any provision of any law or any
governmental rule or regulation, (iii) any order, judgment or decree
of any Governmental Authority or arbitrator binding on Borrower or any other
Loan Party, or (iv) any material indenture, material agreement or material
instrument to which Borrower or any other Loan Party is a party or by which
Borrower or any other Loan Party, or any property of any of them, is bound, and
do not and will not require any consent or approval of any Person that has not
been obtained;


 


(d)           this Amendment has
been duly executed and delivered by Borrower and each of the other Loan Parties
and constitutes a legal, valid and binding obligation of Borrower and each of
the other Loan Parties, enforceable against Borrower and each of the other Loan
Parties in accordance with its terms, except as enforceability may be limited
by applicable bankruptcy, insolvency, reorganization, moratorium or similar
laws affecting the enforcement of creditors’ rights generally and by general
equitable principles (whether enforcement is sought by proceedings in equity or
at law);


 


(e)           after giving effect to this
Amendment, no event has occurred and is continuing or will result from the
execution and delivery of this Amendment or the performance by Borrower and the
other Loan Parties of their obligations hereunder that would constitute a
Default or an Event of Default; and


 


6

















 


(f)            each of the
representations and warranties made by Borrower and the other Loan Parties in
or pursuant to the Loan Documents, as amended hereby, shall be true and correct
in all material respects on and as of the Effective Date as if made on and as
of such date, except for representations and warranties expressly stated to
relate to a specific earlier date, or which by their context relate to an
earlier date, in which case such representations and warranties shall be true
and correct in all material respects as of such earlier date.


 


4.             EFFECTIVENESS OF THIS AMENDMENT.  This Amendment shall be effective only if and
when:


 


(a)           Receipt by the Administrative Agent
of the following, each in form and substance satisfactory to the Administrative
Agent:


 


(i)            counterparts of this Amendment,
executed by (A) Borrower and each Loan Party and (B) the Swing Line
Lender, the Issuing Bank and the Required Lenders, together with fully executed
copies of any other amendments to, or reaffirmation agreements with respect to,
any of the Loan Documents as the Administrative Agent or the Collateral Agent
may request to protect, maintain or perfect the security interests or other
rights of the Collateral Agent and the other Secured Parties contemplated
thereby or to make conforming changes in such documents to reflect the
amendments and other transactions contemplated hereby.  By executing this Amendment, each Consenting
Lender authorizes and instructs the Administrative Agent and the Collateral
Agent to enter into any such amendments and reaffirmation agreements on such
Consenting Lender’s behalf;


 


(ii)           such endorsements and/or
confirmations to the Collateral Agent’s title policies in respect of the
Mortgaged Properties or a commitment to issue such endorsements and/or
confirmations as may be reasonably requested by the Administrative Agent;


 


(iii)          legal opinions from counsel to the
Loan Parties, dated as of the Effective Date;


 


(iv)          such corporate records, lien searches
and documents from public officials as the Administrative Agent may require;


 


(v)           a certificate signed by a responsible
officer of Borrower certifying to matters as the Administrative Agent may
request; and


 


(vi)          such other documents and evidence as
are customary for transactions of the type contemplated by this Amendment, as
the Administrative Agent may request.


 


(b)           each of the representations and
warranties contained in Section 3 of this Amendment shall be true and
correct in all respects;


 


7
















 


(c)           Borrower and each of the
other Loan Parties shall have received all material governmental and third-party approvals and
consents (including from Gaming Authorities) required in connection with this
Amendment and the transactions contemplated hereby (if any), each of which
shall be in form and substance satisfactory to the Administrative Agent and in
full force and effect, and with respect to which all applicable waiting periods
related thereto shall have expired without any action being taken by any applicable
authority;


 


(d)           after giving effect to this Amendment and the
transactions contemplated hereby, no event shall have occurred and be
continuing or will result therefrom that would constitute a Default or an Event
of Default;


 


(e)           Borrower shall have permanently reduced the Revolving
Loan Commitments to an aggregate amount no greater than $375,000,000 and, to
the extent any repayment of Revolving Loans is required as a result of such
reduction, Borrower shall have repaid such Revolving Loans in accordance with
the terms of the Credit Agreement;


 


(f)            the Administrative Agent shall have received all of
the Administrative Agent’s and Collateral Agent’s reasonable costs and expenses
as described in subsection 10.2 of the Credit Agreement incurred by the Administrative
Agent and the Collateral Agent in connection with this Amendment and the
documents and transactions related thereto, and any fees separately agreed upon
by Borrower and the Administrative Agent; and


 


(g)           Borrower shall have paid to the Administrative Agent (i) an
amendment fee in immediately available funds, for the account of each
Consenting Lender that has delivered its executed signature page to this
Amendment on or prior to (x) in the case of Term Loan Lenders 5:00 p.m.,
New York City time, on January 25, 2010 and (y) in the case of
Revolving Lenders 5:00 p.m., New York City time, on January 27, 2010
(in each case, the time of such delivery to be determined by the Administrative
Agent in its sole discretion), in an amount equal to 0.25% of the sum of the
principal amount of such Consenting Lender’s outstanding Loans and Revolving
Loan Commitments (such amounts to determined on the Effective Date after giving
effect to the payment and termination to be made pursuant to clause (e) above)
and (ii) all other fees earned and reasonable expenses incurred by the
Administrative Agent in connection with this Amendment, including, to the
extent invoiced on or before the Effective Date, reimbursement or other payment
of all reasonable out-of-pocket expenses required to be reimbursed or paid by
Borrower.


 


This Amendment shall be
deemed to be effective on the date (the “Effective Date”) on which each
of the foregoing conditions are satisfied; provided that this Amendment shall
be deemed null and void unless the Effective Date occurs by March 1, 2010;
provided further that notwithstanding the foregoing, on the Effective Date Section 2.2
hereof shall be applied retroactively as of February 2, 2010.  Borrower and the other Loan Parties
acknowledge and agree that once paid, no fee described in Section 4(g) above,
nor any part thereof, (i) shall be refundable under any circumstances or (ii) shall
be applied to, or shall be deemed to reduce, the


 


8

















 


amount of any other fee
or obligation of Borrower or the other Loan Parties under the Credit Agreement
or the other Loan Documents (either prior to, or after, giving effect to this
Amendment).


 


5.             ACKNOWLEDGMENTS.  By executing
this Amendment, each of the Loan Parties (a) consents to this Amendment
and the performance by Borrower and each of the other Loan Parties of their
obligations hereunder, (b) acknowledges that notwithstanding the execution
and delivery of this Amendment, the obligations of each of the Loan Parties
under the Subsidiary Guaranty, the Security Agreement and each of the other
Loan Documents to which such Loan Party is a party, are not impaired or
affected and the Subsidiary Guaranty, the Security Agreement and each such Loan
Document continues in full force and effect and (c) affirms and ratifies,
to the extent it is a party thereto, the Subsidiary Guaranty, the Security
Agreement and each other Loan Document with respect to all of the Obligations
as expanded or amended hereby.


 


6.             MISCELLANEOUS. THIS AMENDMENT AND THE
RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL
BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF
NEW YORK (INCLUDING SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE
STATE OF NEW YORK), WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES.  This Amendment may be executed in one or more
duplicate counterparts and, subject to the other terms and conditions of this
Amendment, when signed by all of the parties listed below shall constitute a
single binding agreement.  Delivery of an
executed signature page to this Amendment by facsimile transmission or
electronic mail shall be as effective as delivery of a manually signed
counterpart of this Amendment.  Except as
amended hereby, all of the provisions of the Credit Agreement and the other
Loan Documents shall remain in full force and effect except that each reference
to the “Credit Agreement”, or words of like import in any Loan Document, shall
mean and be a reference to the Credit Agreement as amended hereby.  This Amendment shall be deemed a “Loan
Document” as defined in the Credit Agreement. 
Sections 10.17 and 10.18 of the Credit Agreement shall apply to this
Amendment and all past and future amendments to the Credit Agreement and other
Loan Documents as if expressly set forth herein or therein.


 


[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


 


9

















 


IN WITNESS WHEREOF, the parties have caused this Amendment to be duly
executed by their officers or partners thereunto duly authorized as of the day
and year first above written, to be effective as of the Effective Date.


 




	
  ISLE OF CAPRI CASINOS, INC,

  	
   

  	
  ISLE OF CAPRI BAHAMAS HOLDINGS, INC

  
	
  a Delaware corporation,

  	
   

  	
  IOC-CARUTHERSVILLE, LLC

  
	
   

  	
   

  	
  GRAND PALAIS RIVERBOAT, INC.

  
	
  By:

  	
  /s/ Dale R. Black

  	
   

  	
  IOC - BOONVILLE, INC.

  
	
  Name:

  	
  Dale R. Black

  	
   

  	
  IOC DAVENPORT, INC.

  
	
  Title:

  	
  Senior Vice President and Chief Financial Officer

  	
   

  	
  IOC - KANSAS CITY, INC.

  
	
   

  	
   

  	
  IOC - LULA, INC.

  
	
   

  	
   

  	
  IOC - NATCHEZ, INC.

  
	
   

  	
   

  	
  IOC BLACK HAWK COUNTY, INC.

  
	
   

  	
   

  	
  IOC HOLDINGS, L.L.C.

  
	
   

  	
   

  	
  IOC SERVICES, LLC

  
	
   

  	
   

  	
  ISLE OF CAPRI BETTENDORF MARINA CORPORATION

  
	
   

  	
   

  	
  ISLE OF CAPRI BETTENDORF, L.C.

  
	
   

  	
   

  	
  ISLE OF CAPRI MARQUETTE, INC. PPI, INC.

  
	
   

  	
   

  	
  RIVERBOAT CORPORATION OF MISSISSIPPI

  
	
   

  	
   

  	
  RIVERBOAT SERVICES, INC.

  
	
   

  	
   

  	
  ST. CHARLES GAMING COMPANY, INC.

  
	
   

  	
   

  	
  BLACK HAWK HOLDINGS, L.L.C.

  
	
   

  	
   

  	
  CCSC/BLACKHAWK, INC.

  
	
   

  	
   

  	
  CASINO AMERICA OF COLORADO, INC.

  
	
   

  	
   

  	
  IC HOLDINGS, COLORADO, INC.

  
	
   

  	
   

  	
  IOC BLACK HAWK DISTRIBUTION COMPANY, LLC

  
	
   

  	
   

  	
  ISLE OF CAPRI BLACK HAWK CAPITAL CORP.

  
	
   

  	
   

  	
  ISLE OF CAPRI BLACK HAWK, L.L.C.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Dale R. Black

  
	
   

  	
   

  	
  Name:

  	
  Dale R. Black

  
	
   

  	
   

  	
  Title:

  	
  Senior Vice President and Chief Financial Officer

  






 


10

















 


	
  Acknowledged: 

  	
   

  
	
   

  	
   

  
	
  CREDIT SUISSE AG,
  CAYMAN ISLANDS BRANCH, as the Administrative Agent on behalf of the Lenders,
  Issuing Bank and Swing Line Lender

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ John D. Toronto

  	
   

  
	
  Name:

  	
  John D. Toronto

  	
   

  
	
  Title:

  	
  Director

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Lynn-Marie Paquette

  	
   

  
	
  Name:

  	
  Lynn-Marie Paquette

  	
   

  
	
  Title:

  	
  Associate

  	
   

  



 


11

















 


EXHIBIT A


 


INTEREST RATE


 


“Adjusted LIBOR” means, for any Interest Rate Determination Date with
respect to an Interest Period for a LIBOR Loan, a rate equal to the higher of (I) 2.0%
per annum and (II) the rate per annum obtained by dividing (x) the
rate of interest equal to (a) the rate per annum determined on the basis
of the rate for deposits in Dollars for a period equal to such Interest Period
commencing on the first day of such Interest Period by reference to the British
Bankers’ Association Interest Settlement Rates for deposits in dollars (as set
forth by the Bloomberg Information Service or any successor thereto or any
other service selected by Administrative Agent which has been omitted by the
British Bankers’ Association as an authorized information vendor for the
purpose of displaying such rates) at or about 11:00 A.M., London time,
two Business Days prior to the commencement of such Interest Period, or (b) if
such a rate is not ascertainable pursuant to clause (a) above, the
interest rate per annum determined by Administrative Agent to be the average of
the rates per annum at which Dollar deposits in immediately available funds are
offered to CS in the interbank LIBOR market in London, England at or about
11:00 A.M., London time, two Business Days prior to the beginning of such
Interest Period for delivery on the first day of such Interest Period, and for
a period approximately equal to such Interest Period, by (y) a
percentage equal to 100% minus the stated maximum rate (expressed as a
percentage) of all reserve requirements (including any marginal, emergency,
supplemental, special or other reserves) applicable on such Interest Rate
Determination Date to any member bank of the Federal Reserve System in respect
of “Eurocurrency liabilities” as defined in Regulation D (or any successor
category of liabilities under Regulation D).


 


“Applicable
LIBOR Margin”
means:


 


(x)                               with respect to Revolving Loans that are
LIBOR Loans, a percentage per annum equal to 3.00%


 


(y)                               with respect to Term Loans that are LIBOR
Loans, a percentage per annum equal to 3.00%; and


 


(z)  
with respect to each Series of New Term Loans that are LIBOR Loans, a
percentage per annum equal to that set forth in the applicable Instrument of
Joinder.


 


“Base
Rate” means, at
any time, the higher of (x) the Reference Rate, (y) the rate which is
0.50% in excess of the Federal Funds Effective Rate or (z) the
Adjusted Libor for a one-month Interest Period on such date (or if such date is
not a Business Day, the immediately preceding Business Day) plus 1.0% (provided
that, for the avoidance of doubt, in the case of clause (z) above where
the rate is determined pursuant to clause (II) of the definition of
Adjusted Libor, the Adjusted LIBOR for any day shall be based on the rate
determined on such day at approximately 11 a.m. (London time) by reference
to the British Bankers’ Association Interest Settlement Rates


 


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for
deposits in dollars (as set forth by any service selected by the Administrative
Agent that has been nominated by the British Bankers’ Association as an
authorized vendor for the purpose of displaying such rates)).


 


“Commitment
Fee Percentage”
means a percentage per annum equal to 0.750%.


 


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