Exhibit 10.39


 





 


	
   

  	
  DATED 7th February 2007 

  	
   

  
	
   

  
	
   

  	
  ARENA COVENTRY LIMITED 

  	
  (1)

  
	
   

  	
   

  
	
   

  	
  ISLE OF CAPRI CASINOS LIMITED 

  	
  (2)

  
	
   

  	
   

  
	
   

  	
  and 

  	
   

  
	
   

  	
   

  
	
   

  	
  ISLE OF CAPRI CASINOS, INC. 

  	
  (3)

  
	
   

  
	
  
  

  

  

  
	
   

  	
   

  	
   

  
	
   

  	
  LEASE

  	
   

  
	
   

  	
  of premises at the Arena, Phoenix Way, 

  	
   

  
	
   

  	
  Foleshill, Coventry

  	
   

  
	
   

  	
   

  	
   

  
	
  
  

  

  

  
							



 

















 


CONTENTS


 


	
  Clause

  	
   

  	
  Heading

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  	
   

  
	
  1

  	
   

  	
  Definitions,
  Interpretation and Miscellaneous Provisions

  	
  1

  
	
  2

  	
   

  	
  Demise and
  Rent

  	
  12

  
	
  3 

  	
   

  	
  Tenant’s
  Covenants

  	
  12

  
	
  4 

  	
   

  	
  Landlord’s
  Covenants

  	
  12

  
	
  5 

  	
   

  	
  Re-Entry

  	
  12

  
	
  6 

  	
   

  	
  Guarantor’s
  Covenants

  	
  14

  
	
  7 

  	
   

  	
  Break Clause

  	
  14

  
	
  8 

  	
   

  	
  Stamp Duty

  	
  15

  
	
  Schedule 1

  	
  16

  
	
  Schedule 2

  	
  17

  
	
  Schedule 3

  	
  20

  
	
  Schedule 4

  	
  22

  
	
  Schedule 5

  	
  23

  
	
  Schedule 6

  	
  28

  
	
  Schedule 7

  	
  34

  
	
  Schedule 8

  	
  48

  
	
  Schedule 9

  	
  52

  
	
  Schedule 10

  	
  62

  
	
  Schedule 11

  	
  68

  
	
  Schedule 12

  	
  71

  
	
  Schedule 13

  	
  72

  



 

















 


THIS LEASE
made on 7th February 2007


 


BETWEEN:


 


(1)                                 ARENA COVENTRY LIMITED
(Company No 04440684) whose registered office is at The Council House, Earl
Street, Coventry CV1 5RR (“the Landlord”)


 


(2)                                 ISLE OF
CAPRI CASINOS LIMITED (Company No 04584366) whose registered office
is at 30 Old Burlington Street, London, W1S 3NL (“the Tenant”)


 


(3)                                 ISLE OF
CAPRI CASINOS, INC. incorporated in the State of Delaware whose
principal office is at 1641 Popps Ferry Road Biloxi Mississippi 39532 United
States of America (“the Guarantor”)


 


WITNESSES
as follows:


 


1                                         Definitions, Interpretation and Miscellaneous
Provisions


 


1.1                                Definitions


 


(a)                                 “Adjoining
Property” means any land or property adjoining the Estate in which
the Landlord or a Group Company of the Landlord has (or during the Term
acquires) a leasehold or a freehold interest;


 


(b)                                “Authority”
means any statutory public local or other authority or any court of law or any
government department or any of them or any of their duly authorised officers;


 


(c)                                 “Balance of
Parking Spaces” means
all the parking spaces in the Car Park excluding the Minimum Spaces;


 


(d)                                “Basic Rent”
means up to (but excluding) the Rent Commencement Date a peppercorn if demanded
and:


 


(i)                                   from
and including the Rent Commencement Date to and including 24 December 2006 £393,427.00
per annum;


 


(ii)                                from and including 25
December 2006 to and including 24 December 2007 £608,120.00 per annum;


 


(iii)                             from and including 25
December 2007 to and including 24 December 2010 £622,812.00 Per annum


 


(iv)                            as from time to time
reviewed under schedule 5.


 


(e)                                 “Building”
means the building on the Estate shown for the purpose of identification only
edged orange purple and hatched blue on the Site Plan and every part of it
comprising the Stadium and the Leisure and Exhibition Areas;


 


(f)                                   “Car Park”
means the car parks at the Estate shown edged green on the Site Plan;


 


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(g)                                “Car Park
Management Strategy” means the regulations made from time to time in
accordance with this Lease in respect of the management and use of the Car Park
(the regulations at the date, hereof being appended at Schedule 12);


 


(h)                                “CDM
Regulations” means the Construction and Design (Management)
Regulations 1994;


 


(i)                                    “Club” means Coventry City Football Club Limited;


 


(j)                                    “Common Parts” means:


 


(i)                                    the Car Park, the
Street, the Reception and the vehicular and pedestrian accesses shown edged
brown on the Plan; and


 


(ii)                                 the Main Structure and
Plant and any Service Media which is not within and exclusively serving a
Lettable Area.


 


(k)                                 “Connected
Person” means any person firm or company which is connected with the
Tenant for the purposes of section 839 Income and Corporation Taxes Act 1988; 


 


(l)                                    “Consent” means an approval permission authority licence or
other relevant form of approval given by the Landlord in writing;


 


(m)                              “Contamination”
means the presence release spillage disposal emission or migration of any
substances in on or under the Estate or emanating from the Estate which could
reasonably cause harm to the Environment;


 


(n)                                “Demised Premises”
means the premises being that part of the Building (and in particular part of
the Leisure and Exhibition Areas) more fully described in schedule 1 and all
additions and improvements made to it and references to the Demised Premises
shall include reference to any part of them;


 


(o)                                “Demised
Premises Plans” means the plans annexed to this Lease and marked
Drawing No 03/17138 (20) - 01M Rev E, 17138 (20) - 1, Rev E, 03/17138 (20) 01
Rev E, 03/17138 (20) 00 Rev E and 17138 (20) 02 Rev D;


 


(p)                                “Determination”
means the end of the Term however that occurs


 


(q)                                “Enactment”
means:


 


(i)                                    any Act of
Parliament and


 


(ii)                                 any European Community
legislation or decree or other supranational legislation or decree having
effect as law in the United Kingdom


 


and references
(whether specific or general) to any Enactment include any statutory
modification or re-enactment of it for the time being in force and any order
instrument plan regulation permission or direction made or issued under it or
under any Enactment replaced by it or deriving validity from it;


 


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(r)                                   “Estate”
means the Estate (including the Building thereon) and external areas known as
Arena Coventry, Phoenix Way, Foleshill, Coventry shown edged blue on the Site
Plan and every part of it and everything attached to it;


 


(s)                                 “Environment”
means


 


(i)                                   land including
without limitation surface land sub-surface strata sea bed and river bed under
water (as defined in paragraph (ii)) and natural and man made structures;


 


(ii)                                water including without
limitation coastal and inland waters surface waters ground waters and water in
drains and sewers;


 


(iii)                             air including without
limitation air inside buildings and in other natural and man-made structures
above or below ground; and


 


(iv)                            any and all living
organisms or systems supported by those media including without limitation
habitats protected under Environment Acts crops livestock and humans.


 


(t)                                   “Environment Acts” means
the Environmental Protection Act 1990 the Environment Act 1995 Water Resources
Act 1991 the Water Industry Act 1991 and any other legislation and statutory
guidance in force at any time during the Term which has as its purpose or
effect the prevention of harm to the Environment;


 


(u)                                “Environmental Information” means:


 


(i)                                   the
replies (dated 9 July 2003) to environmental enquiries raised by the Tenant
(dated 18 February 2003)


 


(ii)                                the replies (dated 10
July 2003) to additional environmental enquiries raised by the Tenant (dated 11
April 2003) and


 


(ii)                                the following
environmental report:


 


Environmental Risk Assessment of the Phase 1 Arena site prepared by QDS
Environmental Limited for Tesco Stores Limited (QDS Project No. 99-164-03) and
dated February 2003; with Appendices i – ix ;


 


(v)                                “Environmental Insurance
Policy” means:


 


(i)                                   the draft
environmental insurance  policy
from Certa annexed hereto at Annexure 2 (treated for the purposes of paragraph
9 of Part III of Schedule 7 as if such policy is in force and effective) (“Draft Environmental Policy”);  or where it exists;


 


(ii)                                the environmental
insurance policy which the Superior Landlord entitled to the reversion
immediately expectant on the term granted by the Superior Lease dated 26
January 2006 subsequently enters into in respect of the Estate (“the Final Environmental Policy”) provided that the
restrictions in relation to the use and occupation of


 


3

















 


the Estate in
the Final Environmental Policy are not materially different in their effect to
those restrictions in the Draft Environmental Policy.


 


(w)                              “Existing
Contaminated  Land Liability” means
any fines penalties charges actions losses costs claims expenses demands duties
obligations and other liabilities (whether past present or future including
under any Environment Acts) arising from Contamination first present in on or
under or originating from the Estate prior to the Term;


 


(x)                                  “Gross
Internal Area” means the
gross internal area in square feet of any building (as built) measured in
accordance with the Code of Measuring Practice published by the Royal
Institution of Chartered Surveyors and the Incorporated Society of Valuers and
Auctioneers (Fifth Edition published 1 February 2002);


 


(y)                                “Group
Company” means any company of which the Tenant or any undertenant or the
Landlord (as the case may be) is a Subsidiary or which has the same Holding
Company as the Tenant or any undertenant or the Landlord (as the case may be)
where Subsidiary and Holding Company have the meanings given to them by section
736 Companies Act 1985;


 


(z)                                  “Guarantor”
means the party named as such in this Lease (if any) or the person who is
required to give a covenant to the Landlord as the assignee’s guarantor under
paragraph 3 of Part IV of schedule 7 for so long as each of those persons
remain bound by the covenants on their part;


 


(aa)                           “Hazardous Material” means any substance known or reasonably
believed to be harmful to the Environment and regulated by the Environment
Acts;


 


(bb)                         “Interest Rate” means three percent above the base lending
rate from time to time of Lloyds TSB Bank Plc or such other bank being a member
of the Committee of London and Scottish Bankers as the Landlord may from time
to time nominate or if that base lending rate cannot be ascertained then three
percent above such other rate as the Landlord may reasonably specify and where
and whenever interest is payable at or by reference to the Interest Rate it
shall be calculated on a daily basis;


 


(cc)                           “Landlord” includes the immediate reversioner to this Lease
from time to time;


 


(dd)                         “Lease” means this lease and includes where relevant any deed
of variation licence Consent or other document supplemental to or associated
with this Lease;


 


(ee)                           “Legal
Obligation” means any obligation from time to time created by any
Enactment or Authority and includes without limitation obligations imposed by
the Planning Acts or as a condition of any Necessary Consents;


 


(ff)                               “Leisure and
Exhibition Areas” means the part of the Building comprising (inter
alia) the casino and the exhibition halls and shown edged purple on the


 


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Site Plan;


 


(gg)                         “Licence to
Assign” means the
document set out in schedule 10;


 


(hh)                         “Main
Structure” means the foundation floor slabs floors load bearing
walls columns beams steel frames
and roofs of the Building (but not the floor screed or floor coverings plaster
or wall coverings of the Demised Premises the Stadium or of any Lettable. Areas
(as defined in Schedule 9)) and all Service Media (other than those situated in
and exclusively serving the Demised Premises the Stadium and/or any Lettable
Areas) and “structural” means anything appertaining to the
Main Structure;


 


(ii)                                 “Major Event”
means an event or function to be held at the Estate which is expected to attract
more than 10,000 spectators or visitors per day;


 


(jj)                                 “Major Event
Days” means up to 12 days in any year during the Term commencing on
the Term Commencement Date and each anniversary thereof on which the Landlord
and/or the Operator is holding a Major Event on the Estate and of which the
Landlord has given to the Tenant not less than 10 Working Days prior written notice;


 


(kk)                           “Major Event
Restricted Hours” means on Major Event Days from 00.01 to 24.00;.


 


(ll)                                 “Match Day
Restricted Hours” means on Match Days the hours beginning 3 hours
before the scheduled kick off of the football match taking place on any Match
Day and ending 3 hours after the final whistle of the football match taking
place on that Match Day;


 


(mm)                     “Match Days”
means the days on which the Club is holding competitive football matches played
by the first team at the Stadium;


 


(nn)                         “Minimum
Spaces” means 1,000 parking spaces within the Car Park for the
exclusive use by the Tenant and other occupiers of and visitors to the Demised Premises save:


 


(i)                                    during the Match
Day Restricted Hours when the Minimum Spaces shall be the 100 parking spaces
within that part of the Car Park shown hatched green on the Site Plan (all such
spaces to be marked as for the exclusive use by the Tenant and other occupiers
of and visitors to the Demised Premises); and


 


(ii)                                 during Major Event
Restricted Hours when the Minimum Spaces shall be the said 100 parking spaces
within that part of the Car Park shown hatched green on the Site Plan and 400
parking spaces as close as reasonably practicable to the Demised Premises (all
such spaces to be for the exclusive use by the Tenant and other occupiers of
and visitors to the Demised Premises)


 


(oo)                         “Necessary .Consents”
means planning permission and all other consents licences permissions and
approvals whether of a public or private nature which shall be relevant in the
context;


 


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(pp)                         “Operator”
means the operator from time to time of the exhibition halls forming part of
the Leisure and Exhibition Areas;


 


(qq)                         “Outgoings”
means all rates taxes charges duties assessments impositions and outgoings of
any sort which are at any time during the Term payable by the owner or occupier
of property and includes charges for electricity gas water sewerage
telecommunications (including meter rentals connection and hire charges) and
other services rendered to or consumed by the relevant property but excludes
tax payable by the Landlord on the receipt of the Basic Rent or on any dealings
or deemed dealings with its reversion to this Lease and input VAT suffered by
the Landlord in respect of the Demised Premises or the Building and the Estate;


 


(rr)                               “Permitted
Use” means uses within class D2 of the Schedule to the Town and
Country Planning (Use Classes) Order 1987 or for such other use as the Landlord
may from time to time approve (such approval not to be unreasonably withheld or
delayed);


 


(ss)                           “Plant” means  the following apparatus plant
machinery and equipment from time to time serving the Common Parts heating
cooling public address and closed circuit television systems security systems
burglar and fire alarm fire prevention or fire control building management
systems but excluding Tenant’s Plant;


 


(tt)                               “Planning
Acts” means every Enactment or regulation of any Authority from time
to time in force in relation to the Town and Country Planning development
control and the use of land or buildings;


 


(uu)                         “Payment Days” means 25th March 24th June
29th September and 25th December in each year;


 


(vv)                         “Reception”
means the reception area within the Building shown coloured yellow on the Site
Plan;


 


(ww)                     “Regulations” means the
Regulations in  paragraph 2
of Part III
of schedule 7 and any others from time to time properly and reasonably made by
the Landlord (for the common benefit of all occupiers of the Estate in
accordance with the principles of good estate management varying the same or in
addition to or in substitution for those regulations which the Landlord
notifies to the Tenant in waiting) provided that:


 


in the event
of there being any inconsistency between any such new or varied regulations and
this Lease then the provisions of this Lease shall take precedence;


 


any such
varied or new regulations shall not prejudice the Tenant’s beneficial use and occupation
of the Demised Premises or the Rights


 


(xx)                            “Release” means any release spillage emission
leaking pumping injection deposit disposal discharge leaching or migration into
the Environment or into or out of any property including the movement of Hazardous
Material through


 


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the Environment;


 


(yy)                         “Rent” means all sums reserved as rent by this
Lease;


 


(zz)                             “Rent Commencement Date”
means 1 August 2006;


 


(aaa)                     “Reservations” means the exceptions and reservations set out
in schedule 3;


 


(bbb)                  “Rights” means the rights set out in schedule 2;


 


(ccc)                     “Section 106 Agreement” means the agreements brief details of which
are set out in Part 3 of Schedule 4;


 


(ddd)                  “Service Media” means sewers drains pipes channels wires
cables ducts watercourses culverts gutters fibres and any other medium for the passage or transmission of soil water gas
electricity telecommunications air smoke light information or other matters and
other supplies and includes where relevant ancillary equipment from time to
time in or on the Estate or serving the Estate;


 


(eee)                     “Sign” includes any sign hoarding showcase
signboard flag flagpole bill plate fascia poster or advertisement;


 


(fff)                           “Site Plan” means the plan annexed to this Lease and marked
“Site Plan”;


 


(ggg)                  “Stadium” means the part of the Building comprising the
football stadium and shown edged orange on the Site Plan;


 


(hhh)                  “Station” means the railway station to be constructed
on the land to the South East of the Estate;


 


(iii)                              “Street” means the part of the Building comprising
the area separating the Stadium from the Leisure and Exhibition Areas and shown
hatched blue on the Site Plan;


 


(jjj)                              “Superior Landlord” means  any party having an interest in the Demised Premises in reversion to
the Superior Lease;


 


(kkk)                     “Superior Lease” means the leases of the Estate (and adjoining
land) or any part thereof brief details of which are set out in Part 2 of
Schedule 4;


 


(lll)                              “Tenant” includes
its successors in title;


 


(mmm)            “Tenant’s Plant” means any fitting out works and all plant
machinery and equipment installed before on or after the date hereof other than
at the cost of the Landlord;


 


(nnn)                  “Term” means the term of 25 years calculated from
the Term Commencement Date and includes any extension holding over or
continuation (but not renewal) of it whether by Enactment or agreement;


 


(ooo)                  “Term Commencement Date” means 25 December 2005;


 


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(ppp)      “Title Matters” means the rights specified in Part 1 of
Schedule 4;


 


(qqq)      “VAT” includes any future tax of a like nature and all
references to an election by the Landlord to waive exemption under paragraph
2(1) of Schedule 10 to the Value Added Tax Act 1994 shall be deemed to include
any such election made by a company in the same VAT group as the Landlord.


 


1.2           Interpretation


 


In this Lease:


 


(a)           words
importing any gender include every gender


 


(b)           words
importing the singular number only include the plural number and vice versa


 


(c)           words
importing persons include firms companies and corporations and vice versa


 


(d)           references
to numbered clauses and schedules are references to the relevant clause in or
schedule to this Lease


 


(e)           reference
in any schedule to numbered paragraphs are references to the numbered
paragraphs of that schedule


 


(f)            where
any obligation is undertaken by two or more persons jointly they shall be jointly and severally liable
in respect of that obligation


 


(g)           any
obligation on any party not to do or omit to do anything shall include an
obligation not to allow that thing to be done or omitted to be done by any
undertenant of that party of by any employee servant or agent of that party


 


(h)           where
the Landlord covenants to do something it shall be deemed to fulfil that
obligation if it procures that it is done


 


(i)            the
headings to the clauses schedules and paragraphs and the contents of the lease
particulars are provided for convenience only and shall not affect the
interpretation of this Lease


 


(j)            any sum payable by one
party to the other shall be exclusive of VAT which shall where it is chargeable
be paid in addition to the sum in question at the time when the sum in question
is due to be paid or if later (save in respect of the Basic Rent in respect of
which valid VAT invoices shall be delivered before or promptly after the date
upon which the Basic Rent is payable) when a valid VAT invoice addressed to the
paying party is delivered to that party


 


(k)           any
relevant perpetuity period shall be eighty years from the date of this Lease
and shall apply to any rights
granted or reserved over or in respect of anything which is not now in
existence


 


(1)           any
reference to a particular plan in this Lease shall be to the relevant named
plan so annexed


 


8

















 


 


(m)          any  part of
the Demised Premises that faces onto any of the Common Parts shall be regarded
as an external part of the Demised Premises notwithstanding that such Common
Parts may be covered in and “exterior” and “external” shall be construed
accordingly


 


(n)           the
rights of the Landlord to have access to the Demised Premises are subject to
clause 1.3(c) and are to be construed as extending to the Superior Landlord and
to all persons properly and reasonably authorised by them


 


(o)           any
provisions of this Lease requiring the Tenant to obtain Consent are to be
construed as also requiring (as a condition precedent) the consent or other approval of the Superior
Landlord (where their consent or approval is required under any Superior Lease)
and which shall not be unreasonably withheld or delayed where the Landlord’s
Consent cannot be unreasonably withheld or delayed


 


(p)           unless
this Lease states otherwise all sums payable to the Landlord are due within 7
days of written demand


 


(q)           the
expressions “Landlord’s fixtures” and “Landlord’s fixtures and fittings” do not
include the Tenant’s Plant


 


(r)            the
provisions of the Schedules apply to this Lease and expressions defined in the
Schedules to this Lease shall have the meanings specified in those Schedules


 


1.3           In this Lease:


 


(a)               Landlord’s Liability


 


Except to the
extent that the same are or pursuant to the covenants herein contained should
be covered by any Insurance Policy (as defined in Schedule 6) (if applicable)
and further except to the extent that the Landlord may be liable under its
covenants in this Lease or by law notwithstanding any agreement to the contrary
and subject to the Landlord taking all reasonable steps if possible to minimise
any damage or interference caused and remedy any such matter as quickly as
reasonably possible the Landlord shall not be liable to the Tenant or any
undertenant or any servant agent licensee or invitee of them by reason of:


 


(i)            any
act neglect default or omission of any third party not being a tenant or owner
or occupier of the Estate or any Adjoining Property or of any representative or
employee of the Landlord or


 


(ii)           the
defective working stoppage or breakage of or leakage or overflow from any
Service Media or Plant which is beyond the reasonable control of the Landlord


 


(iii)          the
obstruction by any third party not being a tenant or owner or occupier of the
Estate or of any Adjoining Property or any representative or employee of the
Landlord or the Common Parts or the areas over which rights are granted by this
Lease


 


(b)              Alterations


 


Subject and
without prejudice to the provisions in Schedule 8 the Landlord shall be
entitled to make vary and make alterations to the Building and the Estate (but
not the


 


9

















 


Demised
Premises or the Common Parts) and to alter renew, or replace any Service Media
or Plant which do not serve the Demised Premises but shall ensure that in doing so as
little inconvenience or disturbance to the Tenant and any undertenant or other
lawful occupier of the Demised Premises is caused as is reasonably practicable
in the circumstances and that the use of the Demised Premises for the Permitted
User and the exercise of the Rights granted by this Lease is not prevented
prohibited or materially interfered with and that the Building and the Estate
as so varied or altered are no less convenient or commodious to the Tenant and any  undertenant or
other lawful occupier of the Demised Premises than as at the date of this Lease


 


(c)           As to Exercise of Rights of Entry


 


Wherever in
this lease it is provided that the Landlord and/or any other person authorised
by the Landlord is entitled to enter on or into the Demised Premises the
Landlord hereby covenants with the Tenant to procure that:


 


(i)            entry
shall only be effected on such part of the Demised Premises as is reasonably
necessary and only for such period as is reasonably necessary


 


(ii)           as
little damage to the Demised Premises and to the Tenant’s Plant and the tenant’s
fixtures and fittings as reasonably possible is caused by such entry


 


(iii)          any
damage caused to the Demised Premises the Tenant’s Plant and the tenant’s
fixtures and fittings by such entry shall be made good promptly to the Tenant’s
reasonable satisfaction


 


(iv)          except
in case of emergency before any such entry prior arrangement for such entry
shall be made with the Tenant (which the Tenant shall not unreasonably withhold or delay)


 


(v)           all
persons entering the Demised Premises shall report to the person notified by
the Tenant to the Landlord from time to time on arrival and if so required by
the Tenant be accompanied by the Tenant or its representative


 


(vi)          all
proper security requirements of the Tenant shall be strictly complied with


 


(d)           No Planning Warranty


 


Nothing in
this Lease shall
imply or warrant that the Demised Premises may lawfully be used for the
Permitted Use


 


(e)           Covenants


 


(i)            The
Landlord and the Tenant shall not be liable to each other for breach of any
covenant in this Lease to the extent that its performance or observance becomes
impossible or illegal but subject to the other provisions of this Lease the
Term and the Tenant’s liability
to pay the Rent shall not cease or be suspended for that reason


 


(ii)           This
Lease does not pass to the Tenant the benefit of or the right to enforce any
covenants entered into by any tenant of any of the Lettable Areas ,(but for the
avoidance of doubt not those contained in any Superior Lease) and the Landlord


 


10

















 


shall be
entitled in its
sole discretion to waive vary .or release any such covenants


 


(f)            Approvals


 


The Landlord
shall incur no liability to the Tenant or any undertenant or any predecessor in
title of them by reason of any Consent given to or inspection made of any
drawings plans specifications or works prepared or carried out by or on behalf
of any such party nor shall any such consent in any way relieve the Tenant from
its obligations under this Lease other than any obligation to obtain such
consent


 


(g)         Notices


 


Section 196
Law of Property Act 1925 (as amended by the Recorded Delivery Service Act 1962)
shall apply to all notices which may need to be served under this Lease and
while Isle of Capri Casinos Limited is the Tenant hereunder all notices to be
given or served on the Tenant shall be hand delivered or sent by prepaid first
class registered or recorded delivery post to the Tenant at its registered
office or such other address within England or Wales as the Tenant may notify
the. Landlord in writing as being its address for service from time to time and
PROVIDED FURTHER that while Isle of Capri Casinos Inc is the Guarantor all
notices to be given or served on the Guarantor shall be hand delivered or sent
by pre-paid first class registered or recorded delivery post as provided in
clause 1.3(i)


 


(h)           New
Tenancy


 


This Lease is
a new tenancy for the purposes of the Landlord and Tenant (Covenants) Act 1995


 


(i)           Proper Law


 


(i)            This Lease shall be
governed by English law and the Tenant and the Guarantor irrevocably submit to
the exclusive jurisdiction of the English Courts


 


(ii)           The Guarantor
irrevocably authorises and appoints Cozen O’Connor of 25 Old Broad Street Level
27 Tower 42 London EC2N 1HQ (or such other firm of solicitors resident in
England or Wales as it may from time to time by written notice to the Landlord
substitute) to accept service of all legal process arising out of or connected
with this Lease and service on such party shall be deemed to be service on the
Guarantor


 


(j)            Agreement for Lease


 


This Lease is
entered into pursuant to an Agreement for Lease


 


(k)          Third Parties


 


For the
purposes of the Contracts (Rights of Third Parties) Act 1999 it is agreed
nothing in this Lease shall confer or purport to confer on any third party any
right to enforce or any benefit of any term of this Lease


 


(1)          Tenant’s Plant


 


It is hereby
agreed and declared that the Tenant’s Plant is and shall remain the sole
property of the Tenant (subject to the provisions of paragraph 6.6 of Part II
of Schedule 7 of this Lease)


 


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(m)          Tenant’s indemnities


 


Subject to the
rights and powers of any insurers all indemnities given by the Tenant hereunder
to the Landlord shall be subject to the condition that the Landlord shall
consult with the Tenant in connection with any claims against the Landlord and
any actions and proceedings resulting therefrom and the Landlord shall not
settle or compromise any such claim without the prior written consent of the
Tenant (such consent not to be unreasonably withheld or delayed)


 


2              Demise and Rent


 


The Landlord
demises the Demised Premises to the Tenant together with the Rights reserving
to the Landlord the Reservations and subject to (and where appropriate to the
Demised Premises with the benefit of) the Title Matters to hold them to the
Tenant for the Term paying as Rent:


 


2.1           the
Basic Rent to be paid yearly (and proportionately for any part of a year) by
equal quarterly instalments in advance on the Payment Days (the first payment
to be made on the Rent Commencement Date for the period from the Rent
Commencement Date to the next Payment Day and to be calculated in accordance
with Schedule 13); and


 


2.2           the
Insurance Charge (as defined in Schedule 6) and the Interim Charge (as defined
in Schedule 9)


 


2.3           Any
VAT chargeable on the Basic Rent or on the Insurance Charge or on the Interim
Charge


 


3             Tenant’s Covenants


 


The Tenant
covenants with the Landlord to observe and perform the-covenants in schedule 7


 


4              Landlord’s Covenants


 


The Landlord covenants with the Tenant to observe and perform the
covenants in schedules 8 and 13


 


5              Re-Entry


 


5.1           “Relevant Event” means
when:


 


(a)                                  the
whole or part of the Rent or any other sums payable under this Lease remain
unpaid 28 days after becoming due (whether in the case of the Basic Rent
formally demanded or not); or


 


(b)                                 any
of the Tenant’s or the Guarantor’s covenants in this Lease are not performed or
observed; or


 


(c)                                  the
Tenant or the Guarantor (or if there is more than one Tenant or. Guarantor then
if any one of them):


 


(i)            becomes Insolvent


 


(ii)           dies
or is dissolved or is removed from the Register of Companies or otherwise
ceases to exist


 


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(d)           any event occurs or
proceedings are taken against the Tenant or the Guarantor in any jurisdiction
which has an effect equivalent or similar to any of the events mentioned in
this clause


 


5.2           “Insolvent” means:


 


(a)           in the case of a
corporate Tenant or Guarantor if :


 


(i)                                an
administrator or liquidator is appointed or a winding up order of such company
is made (save for the purpose of an amalgamation or reconstruction which does
not involve or arise out of insolvency) or


 


(ii)                             a
receiver or administrative receiver is appointed of the whole or any part of
the undertaking property assets or revenues of such company or


 


(iii)                          stops
payment or agrees to declare a moratorium or becomes or is deemed to be
insolvent or makes a proposal for a voluntary arrangement under Part I of the
Insolvency Act 1986 or makes an application under section 425 of the Companies
Act 1985


 


(iv)        is
unable to pay its debts within the meaning of section 123 Insolvency Act 1986


 


(b)                                 in
the case of an individual if such person:


 


(i)            is
the subject of a bankruptcy order or


 


(ii)           convenes
a meeting of his creditors or any of them or enters into any arrangement scheme
compromise or moratorium or composition with his creditors (whether pursuant to
Part VIII of the Insolvency Act 1986 or otherwise)


 


(iii)          is
the subject of an application or order or appointment under section 253 or section 273
or section 286 of the Insolvency Act 1986 or


 


(iv)          is
unable to pay or has no reasonable prospect of being able to pay his debts
within the meaning of sections 267 and 268 of the Insolvency Act 1986


 


(v)           has
a receiver appointed


 


5.3           If any Relevant Event
shall occur then the Landlord may at any time (and.notwithstanding any waiver
of any previous right of re-entry) re-enter the Demised Premises (or any part in the name of the whole)
whereupon this Lease other than schedule 13 shall immediately determine (but
without prejudice to any other rights or powers of either the Landlord the
Tenant or the Guarantor in respect of any previous breach of this Lease)


 


5.4           If the interest of the Tenant hereunder shall have been
mortgaged or charged and details of the mortgagee or chargee shall have been
provided to the Landlord in writing the Landlord will not exercise the rights
of re-entry as aforesaid until after the expiry of two months from service by
the Landlord of written notice on such mortgagee or chargee (at the mortgagee’s
or chargee’s last known address) of the Landlord’s intention to invoke the said
re-entry provisions and to exercise its right to re-enter the Demised Premises
or any part thereof and then only if the event giving rise to such right
remains in existence and (if remediable) and has not been remedied.


 


13

















 


6              Guarantor’s Covenants


 


6.1           The Guarantor covenants
with the Landlord to observe and perform the covenants in schedule 11


 


6.2           The
parties agree and declare that Isle of Capri Casinos, Inc’s liability under this Lease as Guarantor (save in
respect of any antecedent breach) shall cease if the Isle of Capri Casinos Inc
ceases to be the immediate holding company of Isle of Capri Casinos Limited (as
defined in Section 736 of the Companies Act 1985) but this release is subject
to the Isle of Capri Casinos, Inc first delivering to the Landlord a Deed
(approved by the Landlord in writing such approval not to be unreasonably
withheld or delayed) from the new immediate holding company of the Isle of
Capri Casinos Limited (the identity of such new immediate holding company
having firstly been approved by the Landlord in writing such approval not to be
unreasonably withheld or delayed) covenanting with the Landlord in the same
form (mutatis mutandis) as this clause 6 (including this clause 6.2 but
substituting the name of the new holding company for Isle of Capri Casinos,
Inc) and upon such event the Landlord shall if required so to do (at the Tenant’s
cost) formally release by deed Isle of Capri Casinos Inc from all liability
pursuant to this clause (save in respect of any antecedent breach)


 


6.3           The
parties hereto agree and declare that the Guarantor’s liability under this
Lease will cease (save in respect of any antecedent breach) if at any time
after the date which is 5 years after the Rent Commencement Date the audited
and filed accounts of the Tenant  (here
meaning Isle of Capri Casinos Limited only) for the three immediately preceding
financial years (such years to exclude the first two years of the Term) of Isle
of Capri Casinos Limited show on average for those three years pre-tax profits
on ordinary activities of at least five times the average Basic Rent for that
three year period


 


6.4           Any release of the Guarantor under clause 6.3 shall be without
prejudice to any right of action of the Landlord against the Guarantor in
respect of any previous breach by the Guarantor


 


7              Break Clause


 


7.1           The
Tenant may determine this Lease on 25 December 2020 by serving on the Landlord
at least 12 months prior written notice specifying the proposed date of Determination


 


7.2           This
Lease shall only determine as a result of notice served by the Tenant under
clause 7.1 where the Tenant has paid the Rent due to the date of Determination
at the date of Determination


 


7.3           Upon
the expiry of the notice of Determination the Tenant shall


 


(a)                                  yield
up the Demised Premises to the Landlord in accordance with the covenants on its
part contained in this Lease; and


 


(b)                                 deliver
to the Landlord the original of this Lease (and any other title documents) and
all keys to the Demised Premises


 


whereupon this
Lease shall determine but without prejudice to any right of action of either
party in respect of any previous breach by the other party


 


7.4           Time
is of the essence in respect of this clause 7


 


14

















 


7.5           Any
notice of Determination served by the Tenant under this clause shall be irrevocable


 


8              Stamp
Duty


 


It is hereby certified that
this instrument is exempt from stamp duty by virtue of the provisions of
Section 92 of the Finance Act 2001


 


IN WITNESS
of which the parties have executed this Lease as their Deed on the date above
written


 


15

















 


EXECUTED as a DEED by 


ARENA COVENTRY
LIMITED


Acting by:


 


	
  Director

  	
  [ILLEGIBLE]

  
	
   

  
	
  Director / Secretary

  	
  [ILLEGIBLE]

  



 


EXECUTED (but not delivered until


the date hereof)


AS A DEED by


ISLE OF
CAPRI CASINOS LIMITED


Acting by:


 


	
   

  	
  Director

  	
  /s/ Allan B. Solomon

  	
   

  
	
   

  	
   

  
	
   

  	
  Secretary

  	
  /s/ Gregory D. Guida

  	
   

  



 


ISLE OF CAPRI CASINOS


INC intending
to be legally bound hereby and


duly authorised has caused this
Lease to be executed


 


	
  By:

  	
  /s/ Allan B.
  Solomon

  	
   

  	
  By:

  	
  /s/ Gregory
  D. Guida

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Name:

  	
  Allan B.
  Solomon

  	
   

  	
  Name:

  	
  Gregory D.
  Guida

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
  Executive
  Vice President.

  	
   

  	
  Title:

  	
  Senior Vice
  President/Secratery

  



 


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