**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**                          |    |
|       | ** **                                       |    |
| ****       |
|            |                                                  |         |  |  |  |  |

 

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**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         |

 

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**THIS LEASE**made on 7th February 2007

 

**BETWEEN:**

 

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

 

(2)                                 **ISLE OFCAPRI CASINOS LIMITED** (Company No 04584366) whose registered officeis at 30 Old Burlington Street, London, W1S 3NL (“the **Tenant**”)

 

(3)                                 **ISLE OFCAPRI CASINOS, INC.** incorporated in the State of Delaware whoseprincipal office is at 1641 Popps Ferry Road Biloxi Mississippi 39532 UnitedStates of America (“the **Guarantor**”)

 

**WITNESSES**as follows:

 

1                                         **Definitions, Interpretation and Miscellaneous****Provisions**

 

1.1                                Definitions

 

(a)                                 **“AdjoiningProperty”** means any land or property adjoining the Estate in whichthe Landlord or a Group Company of the Landlord has (or during the Termacquires) a leasehold or a freehold interest;

 

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

 

(c)                                 **“Balance of****Parking Spaces”**meansall 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 demandedand:

 

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

 

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

 

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

 

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

 

(e)                                 **“Building”**means the building on the Estate shown for the purpose of identification onlyedged orange purple and hatched blue on the Site Plan and every part of itcomprising 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 ParkManagement Strategy”** means the regulations made from time to time inaccordance 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)                                **“CDMRegulations”** means the Construction and Design (Management)Regulations 1994;

 

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

 

(j)                                    **“Common Parts”** means:

 

(i)                                    the Car Park, theStreet, the Reception and the vehicular and pedestrian accesses shown edgedbrown on the Plan; and

 

(ii)                                 the Main Structure andPlant and any Service Media which is not within and exclusively serving aLettable Area.

 

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

 

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

 

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

 

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

 

(o)                                **“DemisedPremises Plans”** means the plans annexed to this Lease and markedDrawing No 03/17138 (20) - 01M Rev E, 17138 (20) - 1, Rev E, 03/17138 (20) 01Rev 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 ofParliament and

 

(ii)                                 any European Communitylegislation or decree or other supranational legislation or decree havingeffect as law in the United Kingdom

 

and references(whether specific or general) to any Enactment include any statutorymodification or re-enactment of it for the time being in force and any orderinstrument plan regulation permission or direction made or issued under it orunder 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 asArena Coventry, Phoenix Way, Foleshill, Coventry shown edged blue on the SitePlan and every part of it and everything attached to it;

 

(s)                                 **“Environment”**means

 

(i)                                   land includingwithout limitation surface land sub-surface strata sea bed and river bed underwater (as defined in paragraph (ii)) and natural and man made structures;

 

(ii)                                water including withoutlimitation coastal and inland waters surface waters ground waters and water indrains and sewers;

 

(iii)                             air including withoutlimitation air inside buildings and in other natural and man-made structuresabove or below ground; and

 

(iv)                            any and all livingorganisms or systems supported by those media including without limitationhabitats protected under Environment Acts crops livestock and humans.

 

(t)                                   **“Environment Acts”**meansthe Environmental Protection Act 1990 the Environment Act 1995 Water ResourcesAct 1991 the Water Industry Act 1991 and any other legislation and statutoryguidance in force at any time during the Term which has as its purpose oreffect the prevention of harm to the Environment;

 

(u)**                               ****“Environmental Information”** means:

 

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

 

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

 

(ii)                                the followingenvironmental report:

 

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

 

(v)**                               ****“Environmental InsurancePolicy”** means:

 

(i)                                   the draftenvironmental insurance****policyfrom Certa annexed hereto at Annexure 2 (treated for the purposes of paragraph9 of Part III of Schedule 7 as if such policy is in force and effective) (**“Draft Environmental Policy”**);****or where it exists;

 

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

 

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the Estate inthe Final Environmental Policy are not materially different in their effect tothose restrictions in the Draft Environmental Policy.

 

(w)                              **“ExistingContaminated****Land Liability”**meansany fines penalties charges actions losses costs claims expenses demands dutiesobligations and other liabilities (whether past present or future includingunder any Environment Acts) arising from Contamination first present in on orunder or originating from the Estate prior to the Term;

 

(x)**                                  “GrossInternal Area”** means thegross internal area in square feet of any building (as built) measured inaccordance with the Code of Measuring Practice published by the RoyalInstitution of Chartered Surveyors and the Incorporated Society of Valuers andAuctioneers (Fifth Edition published 1 February 2002);

 

(y)**                                “GroupCompany”**means any company of which the Tenant or any undertenant or theLandlord (as the case may be) is a Subsidiary or which has the same HoldingCompany 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 section736 Companies Act 1985;

 

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

 

(aa)                           **“Hazardous Material”**means any substance known or reasonablybelieved to be harmful to the Environment and regulated by the EnvironmentActs;

 

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

 

(cc)                           **“Landlord”**includes the immediate reversioner to this Leasefrom time to time;

 

(dd)                         **“Lease”**means this lease and includes where relevant any deedof variation licence Consent or other document supplemental to or associatedwith this Lease;

 

(ee)                           **“LegalObligation”** means any obligation from time to time created by anyEnactment or Authority and includes without limitation obligations imposed bythe Planning Acts or as a condition of any Necessary Consents;

 

(ff)                               **“Leisure andExhibition Areas”** means the part of the Building comprising (interalia) the casino and the exhibition halls and shown edged purple on the

 

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Site Plan;

 

(gg)                         **“Licence****toAssign”** means thedocument set out in schedule 10;

 

(hh)                         **“MainStructure”** means the foundation floor slabs floors load bearingwalls columns beams steel framesand roofs of the Building (but not the floor screed or floor coverings plasteror 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 inand exclusively serving the Demised Premises the Stadium and/or any LettableAreas) and **“structural”** means anything appertaining to theMain Structure;

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

(rr)                               **“PermittedUse”** means uses within class D2 of the Schedule to the Town andCountry Planning (Use Classes) Order 1987 or for such other use as the Landlordmay from time to time approve (such approval not to be unreasonably withheld ordelayed);

 

(ss)                           **“Plant”** means****the following apparatus plantmachinery and equipment from time to time serving the Common Parts heatingcooling public address and closed circuit television systems security systemsburglar and fire alarm fire prevention or fire control building managementsystems but excluding Tenant’s Plant;

 

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

 

(uu)                         **“Payment Days”**means 25th March 24th June29th September and 25th December in each year;

 

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

 

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

 

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

 

any suchvaried or new regulations shall not prejudice the Tenant’s beneficial use and occupationof the Demised Premises or the Rights

 

(xx)                            **“Release”** means any release spillage emissionleaking pumping injection deposit disposal discharge leaching or migration intothe Environment or into or out of any property including the movement of HazardousMaterial through

 

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the Environment;

 

(yy)                         **“Rent”** means all sums reserved as rent by thisLease;

 

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

 

(aaa)                     **“Reservations”**means the exceptions and reservations set outin schedule 3;

 

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

 

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

 

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

 

(eee)                     **“Sign”** includes any sign hoarding showcasesignboard 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 thefootball stadium and shown edged orange on the Site Plan;

 

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

 

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

 

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

 

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

 

(lll)                              **“Tenant”**includesits successors in title;

 

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

 

(nnn)                  **“Term”** means the term of 25 years calculated fromthe Term Commencement Date and includes any extension holding over orcontinuation (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 ofSchedule 4;

 

(qqq)      **“VAT”** includes any future tax of a like nature and allreferences to an election by the Landlord to waive exemption under paragraph2(1) of Schedule 10 to the Value Added Tax Act 1994 shall be deemed to includeany such election made by a company in the same VAT group as the Landlord.

 

1.2           Interpretation

 

In this Lease:

 

(a)           wordsimporting any gender include every gender

 

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

 

(c)           wordsimporting persons include firms companies and corporations and vice versa

 

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

 

(e)           referencein any schedule to numbered paragraphs are references to the numberedparagraphs of that schedule

 

(f)            whereany obligation is undertaken by two or more persons jointly they shall be jointly and severally liablein respect of that obligation

 

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

 

(h)           wherethe Landlord covenants to do something it shall be deemed to fulfil thatobligation if it procures that it is done

 

(i)            theheadings to the clauses schedules and paragraphs and the contents of the leaseparticulars are provided for convenience only and shall not affect theinterpretation of this Lease

 

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

 

(k)           anyrelevant perpetuity period shall be eighty years from the date of this Leaseand shall apply to any rightsgranted or reserved over or in respect of anything which is not now inexistence

 

(1)           anyreference to a particular plan in this Lease shall be to the relevant namedplan so annexed

 

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(m)          anypart ofthe Demised Premises that faces onto any of the Common Parts shall be regardedas an external part of the Demised Premises notwithstanding that such CommonParts may be covered in and “exterior” and “external” shall be construedaccordingly

 

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

 

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

 

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

 

(q)           theexpressions “Landlord’s fixtures” and “Landlord’s fixtures and fittings” do notinclude the Tenant’s Plant

 

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

 

1.3           In this Lease:

 

(a)               Landlord’s Liability

 

Except to theextent that the same are or pursuant to the covenants herein contained shouldbe 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 itscovenants in this Lease or by law notwithstanding any agreement to the contraryand subject to the Landlord taking all reasonable steps if possible to minimiseany damage or interference caused and remedy any such matter as quickly asreasonably possible the Landlord shall not be liable to the Tenant or anyundertenant or any servant agent licensee or invitee of them by reason of:

 

(i)            anyact neglect default or omission of any third party not being a tenant or owneror occupier of the Estate or any Adjoining Property or of any representative oremployee of the Landlord or

 

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

 

(iii)          theobstruction by any third party not being a tenant or owner or occupier of theEstate or of any Adjoining Property or any representative or employee of theLandlord or the Common Parts or the areas over which rights are granted by thisLease

 

(b)              Alterations

 

Subject andwithout prejudice to the provisions in Schedule 8 the Landlord shall beentitled to make vary and make alterations to the Building and the Estate (butnot the

 

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DemisedPremises or the Common Parts) and to alter renew, or replace any Service Mediaor Plant which do not serve the Demised Premises but shall ensure that in doing so aslittle inconvenience or disturbance to the Tenant and any undertenant or otherlawful occupier of the Demised Premises is caused as is reasonably practicablein the circumstances and that the use of the Demised Premises for the PermittedUser and the exercise of the Rights granted by this Lease is not preventedprohibited or materially interfered with and that the Building and the Estateas so varied or altered are no less convenient or commodious to the Tenant and any**undertenant orother lawful occupier of the Demised Premises than as at the date of this Lease

 

(c)           As to Exercise of Rights of Entry

 

Wherever inthis lease it is provided that the Landlord and/or any other person authorisedby the Landlord is entitled to enter on or into the Demised Premises theLandlord hereby covenants with the Tenant to procure that:

 

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

 

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

 

(iii)          anydamage caused to the Demised Premises the Tenant’s Plant and the tenant’sfixtures and fittings by such entry shall be made good promptly to the Tenant’sreasonable satisfaction

 

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

 

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

 

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

 

(d)           No Planning Warranty

 

Nothing inthis Lease shallimply or warrant that the Demised Premises may lawfully be used for thePermitted Use

 

(e)           Covenants

 

(i)            TheLandlord and the Tenant shall not be liable to each other for breach of anycovenant in this Lease to the extent that its performance or observance becomesimpossible or illegal but subject to the other provisions of this Lease theTerm and the Tenant’s liabilityto pay the Rent shall not cease or be suspended for that reason

 

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

 

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shall beentitled in itssole discretion to waive vary .or release any such covenants

 

(f)            Approvals

 

The Landlordshall incur no liability to the Tenant or any undertenant or any predecessor intitle of them by reason of any Consent given to or inspection made of anydrawings plans specifications or works prepared or carried out by or on behalfof any such party nor shall any such consent in any way relieve the Tenant fromits obligations under this Lease other than any obligation to obtain suchconsent

 

(g)         Notices

 

Section 196Law 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 andwhile Isle of Capri Casinos Limited is the Tenant hereunder all notices to begiven or served on the Tenant shall be hand delivered or sent by prepaid firstclass registered or recorded delivery post to the Tenant at its registeredoffice or such other address within England or Wales as the Tenant may notifythe. Landlord in writing as being its address for service from time to time andPROVIDED FURTHER that while Isle of Capri Casinos Inc is the Guarantor allnotices to be given or served on the Guarantor shall be hand delivered or sentby pre-paid first class registered or recorded delivery post as provided inclause 1.3(i)

 

(h)           NewTenancy

 

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

 

(i)           Proper Law

 

(i)            This Lease shall begoverned by English law and the Tenant and the Guarantor irrevocably submit tothe exclusive jurisdiction of the English Courts

 

(ii)           The Guarantorirrevocably authorises and appoints Cozen O’Connor of 25 Old Broad Street Level27 Tower 42 London EC2N 1HQ (or such other firm of solicitors resident inEngland or Wales as it may from time to time by written notice to the Landlordsubstitute) to accept service of all legal process arising out of or connectedwith this Lease and service on such party shall be deemed to be service on theGuarantor

 

(j)            Agreement for Lease

 

This Lease isentered into pursuant to an Agreement for Lease

 

(k)          Third Parties

 

For thepurposes of the Contracts (Rights of Third Parties) Act 1999 it is agreednothing in this Lease shall confer or purport to confer on any third party anyright to enforce or any benefit of any term of this Lease

 

(1)          Tenant’s Plant

 

It is herebyagreed and declared that the Tenant’s Plant is and shall remain the soleproperty of the Tenant (subject to the provisions of paragraph 6.6 of Part IIof Schedule 7 of this Lease)

 

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(m)          Tenant’s indemnities

 

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

 

**2****             ****Demise and Rent**

 

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

 

2.1           theBasic Rent to be paid yearly (and proportionately for any part of a year) byequal quarterly instalments in advance on the Payment Days (the first paymentto be made on the Rent Commencement Date for the period from the RentCommencement Date to the next Payment Day and to be calculated in accordancewith Schedule 13); and

 

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

 

2.3           AnyVAT chargeable on the Basic Rent or on the Insurance Charge or on the InterimCharge

 

**3**             **Tenant’s Covenants**

 

The Tenantcovenants 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 thecovenants in schedules 8 and 13

 

**5****             ****Re-Entry**

 

5.1           **“Relevant Event”**meanswhen:

 

(a)                                  thewhole or part of the Rent or any other sums payable under this Lease remainunpaid 28 days after becoming due (whether in the case of the Basic Rentformally demanded or not); or

 

(b)                                 anyof the Tenant’s or the Guarantor’s covenants in this Lease are not performed orobserved; or

 

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

 

(i)            becomes Insolvent

 

(ii)           diesor is dissolved or is removed from the Register of Companies or otherwiseceases to exist

 

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(d)           any event occurs orproceedings are taken against the Tenant or the Guarantor in any jurisdictionwhich has an effect equivalent or similar to any of the events mentioned inthis clause

 

5.2           **“Insolvent”** means:

 

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

 

(i)                                anadministrator or liquidator is appointed or a winding up order of such companyis made (save for the purpose of an amalgamation or reconstruction which doesnot involve or arise out of insolvency) or

 

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

 

(iii)                          stopspayment or agrees to declare a moratorium or becomes or is deemed to beinsolvent or makes a proposal for a voluntary arrangement under Part I of theInsolvency Act 1986 or makes an application under section 425 of the CompaniesAct 1985

 

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

 

(b)                                 inthe case of an individual if such person:

 

(i)            isthe subject of a bankruptcy order or

 

(ii)           convenesa meeting of his creditors or any of them or enters into any arrangement schemecompromise or moratorium or composition with his creditors (whether pursuant toPart VIII of the Insolvency Act 1986 or otherwise)

 

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

 

(iv)          isunable to pay or has no reasonable prospect of being able to pay his debtswithin the meaning of sections 267 and 268 of the Insolvency Act 1986

 

(v)           hasa receiver appointed

 

5.3           If any Relevant Eventshall occur then the Landlord may at any time (and.notwithstanding any waiverof 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 (butwithout prejudice to any other rights or powers of either the Landlord theTenant or the Guarantor in respect of any previous breach of this Lease)

 

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

 

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**6**              **Guarantor’s Covenants**

 

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

 

6.2           Theparties agree and declare that Isle of Capri Casinos, Inc’s liability under this Lease as Guarantor (save inrespect of any antecedent breach) shall cease if the Isle of Capri Casinos Incceases to be the immediate holding company of Isle of Capri Casinos Limited (asdefined in Section 736 of the Companies Act 1985) but this release is subjectto the Isle of Capri Casinos, Inc first delivering to the Landlord a Deed(approved by the Landlord in writing such approval not to be unreasonablywithheld or delayed) from the new immediate holding company of the Isle ofCapri Casinos Limited (the identity of such new immediate holding companyhaving firstly been approved by the Landlord in writing such approval not to beunreasonably withheld or delayed) covenanting with the Landlord in the sameform (mutatis mutandis) as this clause 6 (including this clause 6.2 butsubstituting 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’scost) formally release by deed Isle of Capri Casinos Inc from all liabilitypursuant to this clause (save in respect of any antecedent breach)

 

6.3           Theparties hereto agree and declare that the Guarantor’s liability under thisLease will cease (save in respect of any antecedent breach) if at any timeafter the date which is 5 years after the Rent Commencement Date the auditedand filed accounts of the Tenant  (heremeaning Isle of Capri Casinos Limited only) for the three immediately precedingfinancial years (such years to exclude the first two years of the Term) of Isleof Capri Casinos Limited show on average for those three years pre-tax profitson ordinary activities of at least five times the average Basic Rent for thatthree year period

 

6.4           Any release of the Guarantor under clause 6.3 shall be withoutprejudice to any right of action of the Landlord against the Guarantor inrespect of any previous breach by the Guarantor

 

**7****             ****Break Clause**

 

7.1           TheTenant may determine this Lease on 25 December 2020 by serving on the Landlordat least 12 months prior written notice specifying the proposed date of Determination

 

7.2           ThisLease shall only determine as a result of notice served by the Tenant underclause 7.1 where the Tenant has paid the Rent due to the date of Determinationat the date of Determination

 

7.3           Uponthe expiry of the notice of Determination the Tenant shall

 

(a)                                  yieldup the Demised Premises to the Landlord in accordance with the covenants on itspart contained in this Lease; and

 

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

 

whereupon thisLease shall determine but without prejudice to any right of action of eitherparty in respect of any previous breach by the other party

 

7.4           Timeis of the essence in respect of this clause 7

 

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

 

**8**              **StampDuty**

 

It is hereby certified thatthis instrument is exempt from stamp duty by virtue of the provisions ofSection 92 of the Finance Act 2001

 

**IN WITNESS**of which the parties have executed this Lease as their Deed on the date abovewritten

 

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EXECUTED as a DEED by 

**ARENA COVENTRYLIMITED**

Acting by:

 
| Director             | [ILLEGIBLE] |
|----------------------|-------------|
|                 |
| Director / Secretary | [ILLEGIBLE] |

 

**EXECUTED**(but not delivered until

the date hereof)

**AS A DEED**by

**ISLE OFCAPRI CASINOS LIMITED**

Acting by:

 
|   | Director  | /s/ Allan B. Solomon |   |
|--------|-----------|----------------------|--------|
|   |      |
|   | Secretary | /s/ Gregory D. Guida |   |

 

**ISLE OF CAPRI CASINOS**

**INC**intendingto be legally bound hereby and

duly authorised has caused thisLease 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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