**Exhibit
      10.29**




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




**SECOND
      AMENDMENT**




**TO
      FIRST AMENDED AND RESTATED CREDIT AGREEMENT**




This **SECOND
      AMENDMENT TO FIRST AMENDED AND RESTATED CREDIT AGREEMENT** (this
“ **Amendment** ”)
      is
      dated as of July 26, 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 First Amended and Restated Credit
      Agreement dated as of April 22, 2003 (as amended to date, 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 to amend the maximum
      Consolidated Total Leverage ratio and the minimum Consolidated EBITDA covenant,
      modify the definition of Applicable LIBOR Margin and make certain other
      amendments, all as set forth below;




**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:




“ **Second
      Amendment** ”
      means
      that certain Second Amendment to First Amended and Restated Credit Agreement
      dated as of July 26, 2004.




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




**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 but less than 4.25:1:00
            3.50%
            3.00%Greater
                than 4.25:1.00
            3.50%
            3.25%







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




**A.**  **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:











**Period**
            **Maximum
                Total Leverage Ratio**1stFiscal Quarter, Fiscal Year 2005
              2ndFiscal Quarter, Fiscal Year 2005
              3rdFiscal Quarter, Fiscal Year 2005
              4thFiscal Quarter, Fiscal Year 2005
            3.50
                : 1.00
              4.00
                : 1.00
              4.90
                : 1.00
              5.00
                : 1.001stFiscal Quarter, Fiscal Year 2006
              2ndFiscal Quarter, Fiscal Year 2006
              3rdFiscal Quarter, Fiscal Year 2006
              4thFiscal Quarter, Fiscal Year 2006
            4.90
                : 1.00
              4.75
                : 1.00
              4.50
                : 1.00
              4.25
                : 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
              3.00
                : 1.00
              3.00
                : 1.00
              3.00
                : 1.001stFiscal Quarter, Fiscal Year 2008 and each Fiscal Quarter
                thereafter
            2.50:1.00




**B.**  **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.











**Period**
            **Minimum
                Consolidated EBITDA**1stFiscal Quarter, Fiscal Year 2005
              2ndFiscal Quarter, Fiscal Year 2005
              3rdFiscal Quarter, Fiscal Year 2005
              4thFiscal Quarter, Fiscal Year 2005
            $45,000,000
              $40,000,000
              $36,000,000
              $36,000,0001stFiscal Quarter, Fiscal Year 2006
              2ndFiscal Quarter, Fiscal Year 2006
              3rdFiscal Quarter, Fiscal Year 2006
              4thFiscal Quarter, Fiscal Year 2006
            $37,500,000
              $40,000,000
              $42,500,000
              $45,000,0001stFiscal Quarter, Fiscal Year 2007
              2ndFiscal Quarter, Fiscal Year 2007
              3rdFiscal Quarter, Fiscal Year 2007
              4thFiscal Quarter, Fiscal Year 2007
            $45,000,000
              $45,000,000
              $45,000,000
              $45,000,0001stFiscal Quarter, Fiscal Year 2008 and each Fiscal Quarter
                thereafter
            $45,000,000







**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 (“ **Second
      Amendment Effective Date** ”)):




**A.**  **Deliveries** .
      On or
      before the Second Amendment Effective Date, Borrower shall deliver to
      Administrative Agent the following, each, unless otherwise noted, dated the
      Second 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 Second Amendment Effective Date, certifying
      that 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.  Amendment .
      From
      (i) the Requisite Lenders, and (ii) Borrower and the other Credit Support
      Parties, (1) a counterpart of this Amendment signed on behalf of such party,
      or
      (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.







**B.**  **Proceedings.** On
      or
      before the Second 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.




**C.**  **Fees.** Administrative
      Agent shall have received for the ratable benefit of the consenting Lenders
      an
      amendment fee equal to 0.125% of the aggregate Commitments of such consenting
      Lenders.




**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 and the other Credit Support Parties have all requisite power and
      authority to enter into this Amendment and all other documents to be delivered
      by Borrower and the other Credit Support Parties pursuant to the Amendment
      (collectively, the “ **Amendment
      Documents** ”)
      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 to which they are a party.




**B.**  **Authorization
      of Agreements** .
      The
      execution and delivery of this Amendment the performance of the Amended
      Agreement 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 performance by Borrower and the other Credit Support Parties
      of the Amendment and the Amended Agreement 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 performance by Borrower and the Credit Support Parties of
      the
      Amendment and Amended Agreement 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 Amended Agreement or the other Loan
      Documents .







**E.**  **Binding
      Obligation** .
      This
      Amendment has been duly executed and delivered by Borrower and the Credit
      Support Parties and this Amendment and the Amended Agreement are the legally
      valid and binding obligations of Borrower, enforceable against Borrower and
      the
      other Credit Support Parties 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 Second 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 Second 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.







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




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




1.  On
      and
      after the Second 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]












**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
 
 
 
  
  
 **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
 
  
  By
        signing below, the undersigned Lender hereby (i) authorizes Canadian Imperial
        Bank of Commerce, in its capacity as Administrative Agent pursuant to that
        certain First 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 Second
        Amendment to First Amended and Restated Credit Agreement dated as of July
        26,
        2004 on such Lender’s behalf, (ii) approves such Second Amendment to First
        Amended and Restated Credit Agreement and (iii) agrees that such Second
        Amendment to First Amended and Restated Credit Agreement shall be binding
        upon
        such Lender.
 
 
 
 ______________________________________,
 as
        a
        Lender
 
 
 By:  ________________________________
 Name:
 Title: