**Exhibit
      10.28**




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




**FIRST
      AMENDMENT**




**TO
      FIRST AMENDED AND RESTATED CREDIT AGREEMENT**




This **FIRST
      AMENDMENT TO FIRST AMENDED AND RESTATED CREDIT AGREEMENT** (this
“ **Amendment** ”)
      is
      dated as of February 6, 2004 and entered into by and among **ISLE
      OF CAPRI BLACK HAWK, L.L.C.** ,
      a
      Colorado limited liability company (“ **Borrower** ”),
      the
      Credit Support Parties (as hereafter defined) solely for purposes of Section
      4 hereof,
      the financial institutions party to the Credit Agreement (“ **Lenders** ”)
      and **CANADIAN
      IMPERIAL BANK OF COMMERCE** ,
      as
      administrative agent for Lenders (“ **Administrative
      Agent** ”),
      and
      is made with reference to that certain Amended and Restated Credit Agreement
      dated as of April 22, 2003 (the “ **Credit
      Agreement** ”),
      by
      and among Borrower, Lenders, the other agents named therein and Administrative
      Agent. Capitalized terms used herein without definition shall have the same
      meanings herein as set forth in the Credit Agreement.




**RECITALS**




**WHEREAS,** Borrower
      and Lenders desire to amend the Credit Agreement on the terms and conditions
      contained herein to (i) to create a new class of Tranche C Term Loans (the
      “ **Tranche
      C Term Loans** ”),
      and
      (ii) make certain other amendments as set forth below;




**WHEREAS** ,
      on the
      First Amendment Effective Date (as hereinafter defined), the outstanding Tranche
      A Term Loans and Tranche B Term Loans will be converted into, or repaid in
      full
      with the proceeds of, the Tranche C Term Loans;




**WHEREAS** ,
      (a)
      each Lender having a Tranche C Term Loan Commitment (as hereinafter defined)
      in
      excess of its outstanding Tranche A Term Loans and Tranche B Term Loans on
      the
      First Amendment Effective Date (each such Lender, an “ **Increasing
      Lender** ”)
      shall
      make a Tranche C Term Loan to the Borrower on the First Amendment Effective
      Date
      in the amount of the excess of such Increasing Lender’s Tranche C Term Loan
      Commitment over such Increasing Lender’s aggregate Tranche A Term Loans and
      Tranche B Term Loans, and (b) each new Lender having a Tranche C Term Loan
      Commitment (each, a “ **New
      Lender** ”)
      that
      executes and delivers this Amendment shall make a Tranche C Term Loan to
      Borrower on the First Amendment Effective Date in an amount equal to such New
      Lender’s Tranche C Term Loan Commitment, the proceeds of which, together with
      other funds of Borrower, shall be used by Borrower to repay in full the
      outstanding principal amount of the Tranche A Term Loans and Tranche B Term
      Loans of certain existing Lenders (the “ **Exiting
      Lenders** ”);
      and




1


**WHEREAS** ,
      each
      Lender having a Tranche A Term Loan and/or a Tranche B Term Loan outstanding
      as
      of the date hereof that executes and delivers this Amendment shall be deemed,
      upon the First Amendment Effective Date, to have converted its Tranche A Term
      Loan and its Tranche B Term Loan into a Tranche C Term Loan in the same
      aggregate principal amount as such Lender’s Tranche C Term Loan Commitment
      (less, in the case of any Increasing Lender, the amount of Tranche C Term Loans
      made to repay Exiting Lenders’ Tranche A Term Loans and Tranche B Term Loans);
      and




**NOW,
      THEREFORE,** in
      consideration of the foregoing recitals and the agreements, provisions and
      covenants herein contained, the parties hereto agree as follows:




**Section
      1.**  **AMENDMENTS
      AND WAIVERS TO THE CREDIT AGREEMENT**




**1.1**  **Amendments
      to Section 1: Definitions**




**A.**  Subsection 1.1
      of the Credit Agreement is hereby amended by adding thereto the following
      definitions, which shall be inserted in proper alphabetical order:




“ **First
      Amendment** ”
      means
      that certain First Amendment to First Amended and Restated Credit Agreement
      dated as of February 6, 2004.




“ **First
      Amendment Effective Date** ”
      has the
      meaning assigned to that term in the First Amendment.




“ **Public
      Improvement Capital Expenditures** ”
      means
      those Consolidated Capital Expenditures (which are not otherwise classified
      as
      Maintenance Capital Expenditures or Expansion Capital Expenditures) attributable
      to constructing the Public Improvements associated with the Expansion
      Project.




“ **Public
      Improvements** ”
      means the
      following improvements to be constructed by
      Borrower and dedicated to the City
      of Black Hawk, or
      other governmental or quasi-governmental entity designated by the City of Black
      Hawk, in
      connection with the Expansion Project: The extension of Main Street South to
      intersect with Highway 119 ,
      utilities, public
      areas of pedestrian overpass connections and
      other improvements identified in the Subdivision Agreement, dated August 13,
      2003, between the City of Black Hawk and Borrower, as amended on January 14,
      2004 .




“ **Tranche
      C Term Loan Commitment** ”
      means
      the commitment of a Lender to make (and/or convert from a Tranche A Term Loan
      and/or a Tranche B Term Loan) on the First Amendment Effective Date a Tranche
      C
      Term Loan pursuant to subsection 2.1A(iv) and “ **Tranche
      C Term Loan Commitments** ”
      means
      such commitments of all Lenders in the aggregate.




“ **Tranche
      C Term Loan Exposure** ”
      means,
      with respect to any Lender as of any date of determination, the outstanding
      principal amount of the Tranche C Term Loans of that Lender.




“ **Tranche
      C Term Loan Maturity Date** ”
      means
      December 31, 2007.




2


“ **Tranche
      C Term Loans** ”
      means
      the Loans made as Tranche C Term Loans (and/or converted into Tranche C Term
      Loans from Tranche A Term Loans and/or Tranche B Term Loans) on the First
      Amendment Effective Date by Lenders to Borrower pursuant to subsection
      2.1A(iv).




“ **Tranche
      C Term Notes** ”
      means
      any promissory notes of Borrower issued pursuant to subsection 2.1E to evidence
      the Tranche C Term Loans of any Lender, substantially in the form of Exhibit
      V
      annexed hereto.




**B.**  Subsection 1.1
      of the Credit Agreement is further amended by amending and restating the
      following definitions to read in their entirety as follows:




“ **Applicable
      LIBOR Margin** ”
      means
      with respect to Revolving Loans and Tranche C Term Loans that are LIBOR Loans,
      a
      percentage per annum as set forth below opposite the applicable Consolidated
      Total Leverage Ratio:




**Consolidated
                Total Leverage Ratio**
            **Applicable
                LIBOR Margin****Revolving
                Loans**
            **Tranche
                C Term Loans**Less
                than 1.00:1.00
            2.75%
            3.00%Greater
                than or equal to 1.00:1.00 but less than 1.50:1.00
            3.00%
            3.00%Greater
                than or equal to 1.50:1.00 but less than 2.00:1.00
            3.25%
            3.00%Greater
                than or equal to 2.00:1.00 but less than 2.50:1.00
            3.50%
            3.00%Greater
                than or equal to 2.50:1.00 but less than 3.00:1.00
            3.50%
            3.00%Greater
                than or equal to 3.00:1.00
            3.50%
            3.00%




“ **Consolidated
      Total Debt** ”
      means,
      as at any date of determination, an aggregate amount equal to (a) the aggregate
      principal amount of all Indebtedness of Borrower and its Subsidiaries plus
      (b)
      the aggregate amount of Contingent Obligations of Borrower and its Subsidiaries
      where the primary obligation of such Contingent Obligation constitutes
      Indebtedness or a makewell, keepwell or other similar agreement (but excluding
      Contingent Obligations under Hedge Agreements) plus (c) the face amount of
      any
      outstanding letters of credit (including Letters of Credit) less (d) the
      aggregate amount of Cash and Cash Equivalents of Borrower and its Subsidiaries
      (including funds escrowed by Borrower or one of its Subsidiaries to pay the
      costs of constructing the Public Improvements) in excess of $10,000,000
      (provided, however, that upon consummation of the Grande Sale, such amount
      shall
      be reduced by $2,500,000 to $7,500,000) and less (e) the aggregate principal
      amount of Indebtedness incurred pursuant to subsection 7.1(vii), in each case
      determined on a consolidated basis in accordance with GAAP.






3


**“Grande
      Sale”** means
      the
      sale of the Grande Gaming Facilities for a sales price of not less than
      $7,500,000 in cash or on terms and conditions reasonably acceptable to
      Administrative Agent.




“ **Revolving
      Loan Commitment Termination Date** ”
      means
      the earlier of December 31, 2006 or such date as the Tranche C Term Loans are
      repaid in full.




“ **Tranche
      B Term Loan Commitment** ”
      means
      (a) prior to the First Amendment Effective Date, the commitment of a Lender
      to
      make a Tranche B Term Loan to Borrower pursuant to subsection 2.1A(ii), and
      “Tranche B Term Loan Commitments” means such commitments of all Lenders in the
      aggregate, and (b) from and after the First Amendment Effective Date, the
      commitment of a Lender to make a Tranche C Term Loan to Borrower pursuant to
      subsection 2.1A(iv), and “Tranche B Term Loan Commitments” means such
      commitments of all Lenders in the aggregate.




“ **Tranche
      B Term Loan Exposure** ”,
      with
      respect to any Lender, means, (a) prior to the First Amendment Effective Date,
      as of any date of determination, the outstanding principal amount of the Tranche
      B Term Loans of that Lender and (b) from and after the First Amendment Effective
      Date, as of any date of determination, the outstanding principal amount of
      the
      Tranche C Term Loans of that Lender.




“ **Tranche
      B Term Loans** ”
      means
      (a) prior to the First Amendment Effective Date, the Loans made by Lenders
      to
      Borrower pursuant to subsection 2.1A(ii), and (b) from and after the First
      Amendment Effective Date, the Tranche C Term Loans.




“ **Tranche
      B Term Loan Maturity Date** ”
      means
      (a) prior to the First Amendment Effective Date, November 16, 2006, and (b)
      from
      and after the First Amendment Effective Date, the Tranche C Term Loan Maturity
      Date.




**C.**  From
      and
      after the First Amendment Effective Date, each reference in the Credit Agreement
      to “Tranche A Term Loan Commitment”, “Tranche A Term Loan Commitments”, “Tranche
      A Term Loan Exposure”, Trance A Term Loan Maturity Date”, “Tranche A Term Loan”,
      Tranche A Term Loans”, “Tranche A Term Note” and “Tranche A Term Notes” shall be
      disregarded.




**1.2**  **Amendments
      to Section 2: Amounts and Terms of Commitments and
      Loans**




**A.**  **Commitments** .
      Subsection 2.1A of the Credit Agreement is hereby amended by adding
      at the
      end thereof the following as a new subsection 2.1A(iv) reading in its entirety
      as follows:




4


“(iv)  Tranche
      C Term Loans .
      The
      aggregate amount of the Tranche C Term Loan Commitment is $165,000,000. Each
      Lender that has a Tranche C Term Loan Commitment severally agrees (a) to convert
      on the First Amendment Effective Date each “Tranche A Term Loan” and “Tranche B
      Term Loan” (if any) made by such Lender under (and as defined in) this Agreement
      and outstanding immediately prior to giving effect to the First Amendment to
      a
      Tranche C Term Loan hereunder (and Borrower hereby agrees to such conversion)
      and (b) to make to Borrower on the First Amendment Effective Date a Tranche
      C
      Term Loan hereunder in an amount equal to the excess (if any) of such Lender’s
      Tranche C Term Loan Commitment over the aggregate principal amount of such
      Lender’s Tranche A Term Loan and/or Tranche B Term Loan (if any) being converted
      on the First Amendment Effective Date to Tranche C Term Loans, so that, after
      giving effect to the conversion of the Tranche A Term Loans and Tranche B Term
      Loans into Tranche C Term Loans pursuant to clause (a) above and the making
      of
      all such Tranche C Term Loans pursuant to clause (b) above, each Lender that
      has
      a Tranche C Term Loan Commitment will have made or deemed made, as the case
      may
      be, a Tranche C Term Loan to Borrower in an amount equal to its Pro Rata Share
      of the aggregate amount of the Tranche C Term Loan Commitments, to be used
      for
      the purposes identified in subsection 2.5A. Each Tranche C Term Loan shall
      be
      deemed to have the same Interest Period as the Tranche A Term Loan or Tranche
      B
      Term Loan it replaces, and no making of or conversion into a Tranche C Term
      Loan
      hereunder shall result in the commencement of a new Interest Period; provided,
      however, that each Lender’s Term C Loans will be reallocated among the LIBOR
      Loans for each outstanding Interest Period and the outstanding Base Rate Loans
      such that the Lenders having Term C Loan Commitments shall own their respective
      Pro Rata Shares of such LIBOR Loans for each Interest Period and Base Rate
      Loans. Borrower shall deliver to Administrative Agent a Notice of Borrowing
      no
      later than 12:00 Noon (New York City time) at least one Business Day prior
      to
      the First Amendment Effective Date, requesting a borrowing of the Tranche C
      Term
      Loans. The Notice of Borrowing shall specify (i) the proposed Funding Date
      (which shall be a Business Day), (ii) the amount of the borrowing, and (iii)
      that such Loans (other than converted Loans) shall be Base Rate Loans. Each
      Lender’s unfunded Tranche C Term Loan Commitment shall expire immediately and
      without further action at the close of business on the First Amendment Effective
      Date if the Tranche C Term Loans have not been made on such date. Borrower
      may
      make only one borrowing (on the First Amendment Effective Date) under the
      Tranche C Term Loan Commitment. Amounts borrowed under this subsection 2.1A(iv)
      and subsequently repaid or prepaid may not be reborrowed. ”




**B.**  **Scheduled
      Payments of Term Loans.** Subsection
      2.4A of the Credit Agreement is amended (1) by replacing the text of subsections
      2.4A(i) and (ii) thereof with “[RESERVED]” and (2) to add at the end thereof a
      new subsection 2.4A(iii) reading in its entirety as follows:




“(iii)  Scheduled
      Payments of Tranche C Term Loans .
      Borrower shall make principal payments on the Tranche C Term Loans in
      installments on the last Business Day of each of the months and in the amounts
      set forth below:






5




**Date**
            **Scheduled
                Repayment**June,
                2004
            $
                412,500September,
                2004
            $
                412,500December,
                2004
            $
                412,500March,
                2005
            $
                412,500June,
                2005
            $
                412,500September,
                2005
            $
                412,500December,
                2005
            $
                412,500March,
                2006
            $
                412,500June,
                2006
            $
                412,500September,
                2006
            $
                412,500December,
                2006
            $
                412,500March,
                2007
            $
                412,500June,
                2007
            $
                412,500September,
                2007
            $
                412,500Tranche
                C Term Loan Maturity Date
            $159,225,000




;
      provided that the scheduled installments of principal of the Tranche C Term
      Loans set forth above shall be reduced in connection with any voluntary or
      mandatory prepayments of the Tranche C Term Loans in accordance with subsection
      2.4B(iv); and provided, further that the Tranche C Term Loans and all other
      amounts owed hereunder with respect to the Tranche C Term Loans shall be paid
      in
      full no later than the Tranche C Term Loan Maturity Date, and the final
      installment payable by Borrower in respect of the Tranche C Term Loans on such
      date shall be in an amount, if such amount is different from that specified
      above, sufficient to repay all amounts owing by Borrower under this Agreement
      with respect to the Tranche C Term Loans.”




**C.**  **Use
      of Proceeds** .
      Subsection 2.5A is amended and restated to read in its entirety as
      follows:




“A.  **Tranche
      C Term Loans** .
      The
      proceeds of the Tranche C Term Loans shall be applied by Borrower to repay
      in
      full the principal amount of all “Tranche A Term Loans” and “Tranche B Term
      Loans” under this Agreement outstanding immediately prior to giving effect to
      the First Amendment that are not converted into Tranche C Term Loans pursuant
      to
      the terms of this Agreement as amended by the First Amendment.”




**1.3**  **Amendments
      to Section 3: Letters of Credit**




**A.**  **Letter
      of Credit** .
      Subsection 3.1A(ii) of the Credit Agreement is amended and restated to read
      in
      its entirety as follows:




“(ii)  any
      Letter of Credit if, after giving effect to such issuance, the Letter of Credit
      Usage would exceed $15,000,000;”




**1.4**  **Amendments
      to Section 6: Borrower’s Affirmative Covenants**




**A.**  **Isle-Riviera
      Agreement** .
      Subsection 6.12 of the Credit Agreement is amended and restated to read in
      its
      entirety as follows:




6


“Borrower
      shall provide Administrative Agent with a copy of the Isle-Riviera Agreement
      within 60 days after execution of such agreement, to the extent it is
      executed.”




**1.5**  **Amendments
      to Section 7: Borrower’s Negative Covenants**




**A.**  **Indebtedness** .
      Subsection 7.1 of the Credit Agreement is amended by adding at the end thereof
      the following as a new clause (vii) reading in its entirety as
      follows:




“(vii)
      Borrower and its Subsidiaries may incur and remain liable with respect to
      Indebtedness arising from obligations to fund the repayment of public
      improvement bonds issued by the Black Hawk Business Improvement District with
      respect to the Public Improvements provided that (a) the terms of such issuance
      are acceptable to Administrative Agent, (b) Borrower or one of its Subsidiaries
      is the owner of such bonds on terms acceptable to Administrative Agent, and
      (c)
      the aggregate principal amount of such Indebtedness does not exceed the result
      of $20,000,000 less the amount incurred as Public Improvement Capital
      Expenditures pursuant to subsection 7.8(D).”




**B.**  **Liens
      and Related Matters** .
      Subsection 7.2A is amended by adding at the end thereof the following as a
      new
      clause (vi) reading in its entirety as follows:




“(vi)  Liens
      in
      favor of the City of Black-Hawk and the Black Hawk Business Improvement District
      on funds escrowed by Borrower or one of its Subsidiaries to pay the costs of
      constructing the Public Improvements provided that such escrowed funds do not
      exceed $20,000,000 less the aggregate principal amount of Indebtedness incurred
      pursuant to subsection 7.1(vii).”




**C.**  **Investments;
      Acquisitions.** Subsection
      7.3 of the Credit Agreement is amended by adding at the end thereof a new clause
      (vii) reading in its entirety as follows:




“(vii)  Borrower
      and its Subsidiaries may make Investments to acquire public improvement bonds
      issued by the Black Hawk Business Improvement District with respect to the
      Public Improvements, provided that (a) Borrower or one of its Subsidiaries
      is
      the owner of such bonds, and (b) the aggregate amount of such Investments does
      not exceed the result of $20,000,000 less the amount incurred as Public
      Improvement Capital Expenditures pursuant to subsection 7.8(D).”




**D.**  **Consolidated
      Total Leverage Ratio.** Subsection
      7.6B of the Credit Agreement is amended and restated to read in its entirety
      as
      follows: ****




“ **B.**  **Maximum
      Consolidated Total Leverage Ratio** .
      Borrower shall not permit the Consolidated Total Leverage Ratio as of the last
      day of the most recently ended Fiscal Quarter ending during any of the periods
      set forth below to exceed the correlative ratio indicated:




7






**Period**
            **Maximum
                Total Leverage Ratio**3rdFiscal Quarter, Fiscal Year 2004
              4thFiscal Quarter, Fiscal Year 2004
            3.25
                : 1.00
              3.25
                : 1.001stFiscal Quarter, Fiscal Year 2005
              2ndFiscal Quarter, Fiscal Year 2005
              3rdFiscal Quarter, Fiscal Year 2005
              4thFiscal Quarter, Fiscal Year 2005
            3.50
                : 1.00
              3.50
                : 1.00
              3.75
                : 1.00
              3.75
                : 1.001stFiscal Quarter, Fiscal Year 2006
              2ndFiscal Quarter, Fiscal Year 2006
              3rdFiscal Quarter, Fiscal Year 2006
              4thFiscal Quarter, Fiscal Year 2006
            3.75
                : 1.00
              3.75
                : 1.00
              3.50
                : 1.00
              3.25
                : 1.001stFiscal Quarter, Fiscal Year 2007
              2ndFiscal Quarter, Fiscal Year 2007
              3rdFiscal Quarter, Fiscal Year 2007
              4thFiscal Quarter, Fiscal Year 2007
            3.00
                : 1.00
              2.75
                : 1.00
              2.75
                : 1.00
              2.75
                : 1.001stFiscal Quarter, Fiscal Year 2008 and each Fiscal Quarter
                thereafter
            2.50
                : 1.00 ”




**E.**  **Minimum
      Consolidated EBITDA** .
      Subsection 7.6C of the Credit Agreement is hereby amended and restated
      to
      read in its entirety as follows:




“ **C.**  **Minimum
      Consolidated EBITDA** .
      Borrower shall not permit Consolidated EBITDA for any four-Fiscal Quarter period
      to be less than the amounts set forth below; provided, however, that upon the
      consummation of the Grande Sale, Borrower shall not permit Consolidated EBITDA
      for any four-Fiscal Quarter period to be less than the amounts set forth below
      less the amount of Grande’s Consolidated EBITDA for the four-Fiscal Quarter
      period most recently ending prior to the Grande Sale.






8




**Period**
            **Minimum
                Consolidated EBITDA**3rdFiscal Quarter, Fiscal Year 2004
              4thFiscal Quarter, Fiscal Year 2004
            $48,000,000
              $48,000,0001stFiscal Quarter, Fiscal Year 2005
              2ndFiscal Quarter, Fiscal Year 2005
              3rdFiscal Quarter, Fiscal Year 2005
              4thFiscal Quarter, Fiscal Year 2005
            $48,000,000
              $48,000,000
              $48,000,000
              $48,000,0001stFiscal Quarter, Fiscal Year 2006
              2ndFiscal Quarter, Fiscal Year 2006
              3rdFiscal Quarter, Fiscal Year 2006
              4thFiscal Quarter, Fiscal Year 2006
            $48,000,000
              $48,000,000
              $50,000,000
              $54,000,0001stFiscal Quarter, Fiscal Year 2007
              2ndFiscal Quarter, Fiscal Year 2007
              3rdFiscal Quarter, Fiscal Year 2007 and each Fiscal Quarter
                thereafter
            $56,000,000
              $58,000,000
              $60,000,000
                ”




**F.**  **Capital
      Expenditures** .
      Subsection 7.8C of the Credit Agreement is hereby amended and restated to read
      in its entirety as follows:




“ **C.**  Borrower
      shall not, and shall not permit its Subsidiaries to, make or incur Expansion
      Capital Expenditures in connection with the Expansion Project in an aggregate
      amount in excess of (a) $75,000,000 plus (b) the amount of Capital Expenditures
      permitted to be made or incurred pursuant to subsection 7.8D (without giving
      effect to clause (b) of subsection 7.8D), but not so made or incurred; provided,
      however, Borrower may, and may permit its Subsidiaries to, make or incur
      Expansion Capital Expenditures in excess of the sum of clauses (a) and (b)
      above
      to pay for cost overruns incurred in connection with the Expansion Project
      to
      the extent of the net proceeds received by Borrower in connection with
      incurrence of the Subordinated PIK Indebtedness.”






**G.**  **Public
      Improvement Capital Expenditures** .
      Subsection 7.8 of the Credit Agreement is amended by adding at the end thereof
      a
      new clause (D) reading in its entirety as follows:




“D.  Borrower
      shall not, and shall not permit its Subsidiaries to, make or incur Public
      Improvement Capital Expenditures in connection with the Expansion Project in
      an
      aggregate amount in excess of (a) $20,000,000 plus (b) the amount of Capital
      Expenditures permitted to be made or incurred pursuant to subsection 7.8C
      (without giving effect to clause (b) of subsection 7.8C) but not so made or
      incurred, less (c) the aggregate principal amount of Indebtedness incurred
      pursuant to subsection 7.1(vii) ; provided, however, Borrower may, and may
      permit its Subsidiaries to, make or incur Public Improvement Capital
      Expenditures in excess of the result of clauses (a), (b) and (c) above to pay
      for cost overruns incurred in connection with the Expansion Project to the
      extent of the net proceeds received by Borrower in connection with incurrence
      of
      the Subordinated PIK Indebtedness.”







9




**1.6**  **Substitution
      of Exhibits**




**A.**  **Exhibit V:
      Form of**  **Tranche
      C Term Note** . Exhibit V to the
      Credit Agreement is hereby amended by deleting said Exhibit V in its
      entirety and substituting in place thereof a new Exhibit V in the
      form of Exhibit V to this
      Amendment.




**1.7**  **Waiver
      of Prepayment Notice**




Lenders
      hereby waive any notice of prepayment required pursuant to subsection 2.4 of
      the
      Credit Agreement in connection with the repayment of the Tranche A Term Loans
      and Tranche B Term Loans on the First Amendment Effective Date (as hereinafter
      defined).




**Section
      2.**  **CONDITIONS
      TO EFFECTIVENESS**




This
      Amendment shall become effective only upon the satisfaction of all of the
      following conditions precedent (the date of satisfaction of such conditions
      being referred to herein as the (“ **First**  **Amendment
      Effective Date** ”):




**A.**  **Deliveries** .
      On or
      before the First Amendment Effective Date, Borrower shall deliver to
      Administrative Agent the following, each, unless otherwise noted, dated the
      First Amendment Effective Date:




1.  Borrower
      and Credit Support Party Documents. With
      respect to Borrower and each other Credit Support Party, as the case may be,
      a
      Secretary’s Certificate, in form and substance reasonably satisfactory to
      Administrative Agent and dated the First Amendment Effective Date, certifying
      that (1) the Organizational Documents of Borrower and each other Credit Support
      Party and the signature and incumbency certificate of Borrower and each other
      Credit Support Party, in each case, as delivered to Administrative Agent on
      the
      Effective Date, are in full force and effect and have not been amended or
      modified in any respect since the Effective Date, and (2) the resolutions of
      the
      Board of Directors (or similar governing body) of Borrower and each other Credit
      Support Party authorizing the transactions contemplated by this Amendment;
      and




2.  Amendment .
      From
      (i) the Requisite Lenders and all of the Revolving Lenders, (ii) the Increasing
      Lenders and/or New Lenders providing Tranche C Term Loan Commitments in an
      amount sufficient to repay all of the outstanding principal amount (as of the
      First Amendment Effective Date) of the Tranche A Term Loans and Tranche B Term
      Loans owed to the Exiting Lenders, and (iii) Borrower and the other Credit
      Support Parties, (1) a counterpart of this Amendment signed on behalf of such
      party, (2) written evidence satisfactory to Administrative Agent (which may
      include telecopy transmission of a signed signature page of this Amendment)
      that
      such party has signed a counterpart of this Amendment, and (3) executed copies
      of the Tranche C Term Notes, substantially in the form of Exhibit V to this
      Amendment, drawn to the order of each Lender requesting a Tranche C Term Note
      and with appropriate insertions.




10


3.  Opinions .
      Copies
      of one or more favorable written opinions of (i) Allan B. Solomon, general
      counsel to the Loan Parties, (ii) Mayer, Brown, Rowe & Maw LLP, special
      counsel to the Loan Parties, and (iii) Brownstein Hyatt & Farber, P.C.,
      local counsel for the Loan Parties, each, in form and substance reasonably
      satisfactory to Administrative Agent and its counsel, dated as of the First
      Amendment Effective Date, with respect to the enforceability of the Amended
      Agreement (as hereinafter defined) and as to such other matters as
      Administrative Agent acting on behalf of Lenders may reasonably
      request.




4.  Notice
      of Borrowing .
      A
      Notice of Borrowing meeting the requirements of subsection 2.1B of the Credit
      Agreement. Such Notice of Borrowing shall be deemed (i) to the extent of any
      conversion of Tranche A Term Loans and Tranche B Term Loans to Tranche C Term
      Loans, to request such conversion, and (ii) to the extent of the aggregate
      principal amount of any Exiting Lenders’ Tranche A Term Loans and Tranche B Term
      Loans, to request the funding of Tranche C Term Loans from any Increasing Lender
      and/or any New Lender in accordance with subsection 2.1A(iv), and to direct
      the
      voluntary prepayment of all Exiting Lenders’ Tranche A Term Loans and Tranche B
      Term Loans in accordance with subsection 2.4B(iv) of the Credit
      Agreement.




5.  Amendment
      to Mortgages and Title Reports .
      From
      Borrower and the other Credit Support Parties, as applicable, a First Amendment
      to Mortgage (the “ **First
      Amendment to Mortgage** ”)
      in
      form and substance reasonably acceptable to Administrative Agent, together
      with
      an irrevocable commitment of the Title Company to issue a 110.5 endorsement
      to
      the Title Policies, insuring the continued priority of the Mortgages as amended
      by the First Amendment to Mortgage, subject to only those additional title
      exceptions approved by Administrative Agent in its reasonable
      discretion.




**B.**  **Proceedings.** On
      or
      before the First Amendment Effective Date, all corporate and other proceedings
      taken or to be taken in connection with the transactions contemplated hereby
      and
      all documents incidental thereto not previously found acceptable by
      Administrative Agent, acting on behalf of Lenders, and its counsel shall be
      satisfactory in form and substance to Administrative Agent and such counsel,
      and
      Administrative Agent and such counsel shall have received all such counterpart
      originals or certified copies of such documents as Administrative Agent may
      reasonably request.




11


**C.**  **Fees.** Administrative
      Agent shall have received for the ratable benefit of the Revolving Lenders
      an
      amendment fee equal to 0.25% of the aggregate Revolving Loan
      Commitments.




**Section
      3.**  **BORROWER’S
      REPRESENTATIONS AND WARRANTIES**




In
      order
      to induce Lenders to enter into this Amendment and to amend the Credit Agreement
      in the manner provided herein, Borrower represents and warrants to each Lender
      that the following statements are true, correct and complete:




**A.**  **Power
      and Authority** .
      Borrower has all requisite power and authority to enter into this Amendment,
      the
      Tranche C Term Notes, the First Amendment to Mortgage and all other documents
      to
      be delivered by Borrower and the other Credit Support Parties pursuant to the
      Amendment (collectively, the “ **Amendment
      Documents** ”),
      to
      issue the Tranche C Term Notes and to carry out the transactions contemplated
      by, and perform its obligations under, the Credit Agreement as amended by this
      Amendment (the “ **Amended
      Agreement** ”)
      and
      the other Loan Documents as amended by the other Amendment
      Documents.




**B.**  **Authorization
      of Agreements** .
      The
      execution and delivery of this Amendment and the other Amendment Documents
      the
      performance of the Amended Agreement and the issuance, delivery and payment
      of
      the Tranche C Term Notes have been duly authorized by all necessary action
      on
      the part of the Loan Parties.




**C.**  **No
      Conflict** .
      The
      execution and delivery by Borrower and the Credit Support Parties of this
      Amendment and the other Amendment Documents and the Tranche C Term Notes and
      the
      performance by Borrower and the other Credit Support Parties of the Amended
      Agreement and other Loan Documents as amended by the other Amendment Documents
      and the issuance, delivery and payment of the Tranche C Term Notes do not and
      will not (i) violate any provision of any law or any governmental rule or
      regulation applicable to Borrower or any of its Subsidiaries, the Organizational
      Documents of Borrower or any of its Subsidiaries or any order, judgment or
      decree of any court or other agency of government binding on Borrower or any
      of
      its Subsidiaries, (ii) conflict with, result in a breach of or constitute (with
      due notice or lapse of time or both) a default under any Contractual Obligation
      of Borrower or any of its Subsidiaries (other than any such conflict, breach
      or
      default which could not reasonably be expected to result in a Material Adverse
      Effect), (iii) result in or require the creation or imposition of any
      Lien
      upon any of the properties or assets of Borrower or any of its Subsidiaries
      (other than any Lien created under any of the Loan Documents in favor of the
      Administrative Agent), or (iv) require any approval of stockholders
      or any
      approval or consent of any Person under any Contractual Obligation of Borrower
      or any of its Subsidiaries.




**D.**  **Governmental
      Consents** .
      The
      execution and delivery by Borrower and the Credit Support Parties of this
      Amendment and the other Amendment Documents and the Tranche C Term Notes and
      the
      performance by Borrower and the Credit Support Parties of the Amended Agreement
      and the other Loan Documents as amended by the other Amendment Documents and
      the
      issuance, delivery and payment of the Tranche C Term Notes by Borrower do not
      and will not require any registration with, consent or approval of, or notice
      to, or other action to, with or by, any federal, state or other governmental
      authority or regulatory body ,
      except
      for notice to the Colorado Gaming Authorities and the right of the Colorado
      Gaming Authorities to require subsequent approval of, or changes to, or
      termination of, this Amendment, the other Amendment Documents, the Credit
      Facility or the other Loan Document .




12


**E.**  **Binding
      Obligation** .
      This
      Amendment and other Amendment Documents have been duly executed and delivered
      by
      Borrower and this Amendment and the Amended Agreement are, and the Tranche
      C
      Term Notes, when executed and delivered, will be and, upon execution and
      delivery by Borrower of Tranche C Term Notes will be the legally valid and
      binding obligations of Borrower, enforceable against Borrower in accordance
      with
      their respective terms, except as may be limited by bankruptcy, insolvency,
      reorganization, moratorium or similar laws relating to or limiting creditors’
      rights generally or by equitable principles relating to
      enforceability.




**F.**  **Incorporation
      of Representations and Warranties From Credit Agreement** .
      The
      representations and warranties contained in Section 5 of the Credit Agreement
      are and will be true, correct and complete in all material respects on and
      as of
      the First Amendment Effective Date to the same extent as though made on and
      as
      of that date, except to the extent such representations and warranties
      specifically relate to an earlier date, in which case they were true, correct
      and complete in all material respects on and as of such earlier date.




**G.**  **Absence
      of Default** .
      No
      event has occurred and is continuing or will result from the consummation of
      the
      transactions contemplated by this Amendment that would constitute an Event
      of
      Default or a Potential Event of Default.




**Section
      4.**  **ACKNOWLEDGEMENT
      AND CONSENT**




Each
      Subsidiary Guarantor listed on the signatures pages hereof (each, a
“ **Credit
      Support Party** ”)
      hereby
      acknowledges and agrees that each of the Subsidiary, Guaranty and each
      Collateral Document (each, a “ **Credit
      Support Document** ”)
      to
      which it is a party or otherwise bound shall continue in full force and effect
      and that all of its obligations thereunder shall be valid and enforceable and
      shall not be impaired or limited by the execution or effectiveness of this
      Amendment. Each Subsidiary Guarantor represents and warrants that all
      representations and warranties applicable to such Subsidiary Guarantor contained
      in the Amended Agreement and the Credit Support Documents to which it is a
      party
      or otherwise bound are true, correct and complete in all material respects
      on
      and as of the First Amendment Effective Date to the same extent as though made
      on and as of that date, except to the extent such representations and warranties
      specifically relate to an earlier date, in which case they were true, correct
      and complete in all material respects on and as of such earlier
      date.




Each
      Subsidiary Guarantor acknowledges and agrees that (i) notwithstanding
      the
      conditions to effectiveness set forth in this Amendment, such Subsidiary
      Guarantor is not required by the terms of the Credit Agreement or any other
      Loan
      Document to consent to the amendments to the Credit Agreement effected pursuant
      to this Amendment and (ii) nothing in the Credit Agreement, this Amendment
      or any other Loan Document shall be deemed to require the consent of such
      Subsidiary Guarantor to any future amendments to the Credit
      Agreement.




13


**Section
      5.**  **MISCELLANEOUS**




**A.**  Reference
      to and Effect on the Credit Agreement and the Other Loan Documents.




1.  On
      and
      after the First Amendment Effective Date, each reference in the Credit Agreement
      to “this Agreement”, “hereunder”, “hereof”, “herein” or words of like import
      referring to the Credit Agreement, and each reference in the other Loan
      Documents to the “Credit Agreement”, “thereunder”, “thereof” or words of like
      import referring to the Credit Agreement shall mean and be a reference to the
      Amended Agreement.




2.  Except
      as
      specifically amended by this Amendment, the Credit Agreement and the other
      Loan
      Documents shall remain in full force and effect and are hereby ratified and
      confirmed.




3.  The
      execution, delivery and performance of this Amendment shall not, except as
      expressly provided herein, constitute a waiver of any provision of, or operate
      as a waiver of any right, power or remedy of Administrative Agent or any Lender
      under, the Credit Agreement or any of the other Loan Documents.




**B.**  **Fees
      and Expenses** .
      Borrower acknowledges that all costs, fees and expenses as described in
      subsection 10.2 of the Credit Agreement incurred by Administrative Agent
      and its counsel with respect to this Amendment and the documents and
      transactions contemplated hereby shall be for the account of
      Borrower.




**C.**  **Headings** .
      Section and subsection headings in this Amendment are included
      herein
      for convenience of reference only and shall not constitute a part of this
      Amendment for any other purpose or be given any substantive effect.




**D.**  **Applicable
      Law** .
      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 WITHOUT LIMITATION SECTION
      5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK), WITHOUT REGARD
      TO CONFLICTS OF LAWS PRINCIPLES.




**E.**  **Counterparts;
      Effectiveness** .
      This
      Amendment may be executed in any number of counterparts and by different parties
      hereto in separate counterparts, each of which when so executed and delivered
      shall be deemed an original, but all such counterparts together shall constitute
      but one and the same instrument; signature pages may be detached from multiple
      separate counterparts and attached to a single counterpart so that all signature
      pages are physically attached to the same document.




[Remainder
      of page intentionally left blank]









14


**IN
      WITNESS WHEREOF,** the
      parties hereto have caused this Amendment to be duly executed and delivered
      by
      their respective officers thereunto duly authorized as of the date first written
      above.




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











By:  /s/
      REXFORD A. YEISLEY


Rexford
      A. Yeisley


Senior
      Vice President and Chief Financial Officer








**THE
      CREDIT SUPPORT PARTIES:**





**ISLE
      OF CAPRI BLACK HAWK CAPITAL CORP.**





By:  /s/
      REXFORD A. YEISLEY


Rexford
      A. Yeisley


Senior
      Vice President and Chief Financial Officer








**IOC-
      BLACK HAWK DISTRIBUTION COMPANY, LLC**





By:  Isle
      of
      Capri Black Hawk, L.L.C., its sole member





By:  /s/
      REXFORD A. YEISLEY


Rexford
      A. Yeisley


Senior
      Vice President and Chief Financial Officer





**IC
      HOLDINGS COLORADO, INC.**





By:  /s/
      REXFORD A. YEISLEY


Rexford
      A. Yeisley


Senior
      Vice President and Chief Financial Officer








**CCSC/BLACKHAWK,
      INC.**





By:  /s/
      REXFORD A. YEISLEY


Rexford
      A. Yeisley


Senior
      Vice President and Chief Financial Officer











S-1





**COLORADO
      GRANDE ENTERPRISES, INC.**





By:  /s/
      REXFORD A. YEISLEY


Rexford
      A. Yeisley


Senior
      Vice President and Chief Financial Officer








**CANADIAN
      IMPERIAL BANK OF COMMERCE** ,
      as
      Administrative Agent











By:  /s/
      DEAN J. DECKER


Dean
      J.
      Decker


Managing
      Director


CIBC
      World Markets Corp., AS AGENT








**CIBC
      INC.** ,
      as a
      Lender











By:  /s/
      DEAN J. DECKER


Dean
      J.
      Decker


Managing
      Director


CIBC
      World Markets Corp., AS AGENT





S-2


By
      signing below, the undersigned Lender hereby (i) authorizes Canadian Imperial
      Bank of Commerce, in its capacity as Administrative Agent pursuant to that
      certain Amended and Restated Credit Agreement dated as of April 22, 2003, among
      Isle of Capri Black Hawk, L.L.C., Canadian Imperial Bank of Commerce, as
      administrative agent for the financial institutions listed therein (in such
      capacity, “ **Administrative
      Agent** ”)
      and
      the other parties named therein to execute and deliver that certain First
      Amendment to Amended and Restated Credit Agreement dated as of February 6,
      2004
      on such Lender’s behalf, (ii) approves such First Amendment to Amended and
      Restated Credit Agreement and (iii) agrees that such First Amendment to Amended
      and Restated Credit Agreement shall be binding upon such Lender.











______________________________________,


as
      a
      Lender








By:  ________________________________


Name:


Title:












S-3


Exhibit
      V









**FORM
      OF TRANCHE C TERM NOTE**




Annex
            A-