Third Supplemental Indenture



 EXHIBIT 4.7D 
  
 THIRD SUPPLEMENTAL INDENTURE 
  

This THIRD SUPPLEMENTAL INDENTURE, dated as of March 3, 2004 (this “Supplemental Indenture”), by and among Isle of Capri Casinos, Inc., a
Delaware corporation, (the “Company”) and Riverboat Corporation of Mississippi, Riverboat Corporation of Mississippi-Vicksburg, Riverboat Services, Inc., CSNO, L.L.C. (as successor to CSNO, Inc.), Louisiana Riverboat Gaming Partnership,
St. Charles Gaming Company, Inc., Grand Palais Riverboat, Inc., LRGP Holdings, L.L.C. (as successor to LRGP Holdings, Inc.), IOC Holdings, L.L.C. (as successor to Isle of Capri Hotels Bossier City, L.L.C. and LRG Hotels, LLC), PPI, Inc., Isle of
Capri Casino Colorado, Inc., IOC-Coahoma, Inc., (collectively, the “Initial Subsidiary Guarantors”) and IOC-Natchez, Inc., IOC-Lula, Inc., IOC-Boonville, Inc., IOC-Kansas City, Inc., Isle of Capri Bettendorf, L.C., Isle of Capri Marquette,
Inc., IOC Davenport, Inc., LL Holding Corporation and Gemini, Inc. (collectively, the “Subsequent Subsidiary Guarantors”) (the Initial Subsidiary Guarantors and the Subsequent Subsidiary Guarantors are referred to as “Subsidiary
Guarantors”) and U.S. Bank National Association (as successor to State Street Bank and Trust Company), as trustee (the “Trustee”). 
  
 W I T N E S S E T H 
  
 WHEREAS, the Company, the Initial Subsidiary Guarantors and the Trustee have entered into an Indenture dated as of April 23, 1999, as supplemented by the
first supplemental indenture dated as of September 16, 1999 and the second supplemental indenture dated as of April 30, 2001 (the “Indenture”), pursuant to which the Company has issued $390,000,000 aggregate principal amount of its
83⁄4% Senior Subordinated Notes due 2009 (the “Notes”); 
  
 WHEREAS, Section 902 of the Indenture provides that under certain circumstances the Company and Trustee may amend the Indenture with the consent of Holders (as defined in the Indenture) of at least a majority in principal amount of the
Notes then outstanding; 
  
 WHEREAS, the Holders of at least a
majority in aggregate principal amount of the Notes outstanding have consented to the amendments to be effected by this Supplemental Indenture; and 
  
 WHEREAS, all things necessary to make this Supplemental Indenture a valid agreement, in accordance with its terms, have been done. 
  
 NOW, THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt of which are hereby acknowledged, the parties agree, for the equal and proportionate benefit of all Holders of the Notes as follows: 
  
 1.    Capitalized Terms. Capitalized terms used herein and not otherwise defined herein
have the meanings assigned to them in the Indenture. The words “herein,” “hereof,” and “hereby” and other words of similar import used in this Supplemental Indenture refer to this Supplemental Indenture as a whole and
not to any particular section thereof. 







 2.    Amendment to Section 801. Upon the effective date, Section 801 is
hereby amended by deleting such section and all references thereto throughout the Indenture in its entirety. 
  
 3.    Amendment to Section 802. Upon the effective date, Section 802 is hereby amended by deleting such section and all
references thereto throughout the Indenture in its entirety. 
  
 4.    Amendment to Article Ten. Upon the effective date, the following sections of Article Ten of the Indenture are hereby amended by deleting all such sections and all references thereto throughout the
Indenture in its entirety: 
  
 (a) Section 1004.
Corporate Existence. 
  
 (b) Section
1005. Payment of Taxes and Other Claims. 
  
 (c) Section 1006. Maintenance of Properties. 
  
 (d) Section 1007. Maintenance of Insurance.  
  
 (e) Section 1010. Limitation on Indebtedness. 
  
 (f) Section 1011. Limitation on Liens. 
  
 (g) Section 1012. Limitation on Restricted Payments. 
  
 (h) Section 1013. Limitation on Dividends and Other
Payment Restrictions Affecting Restricted Subsidiaries.  
  
 (i) Section 1014. Limitation on Asset Sales and Events of Loss. 
  
 (j) Section 1015. Limitation on Disposition of Stock of Restricted Subsidiaries. 
  
 (k) Section 1016. Limitation on Transactions with
Affiliates. 
  
 (l) Section 1017. Change
in Nature of Business. 
  
 (m) Section 1018.
Restricted and Unrestricted Subsidiaries; Subsidiary Guarantors. 
  
 (n) Section 1020. Limitation on Other Senior Subordinated Indebtedness. 
  
 5.    Amendment to Article Eleven. Upon the effective date, the following sections of Article Eleven of the Indenture
are hereby amended by deleting such sections and all references thereto throughout the Indenture in its entirety: 
  
 (a) Section 1109. Change of Control Repurchase Offer. 
  
 (b) Section 1110. Asset Sale/Loss Proceeds Repurchase Offer. 
  

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 (c) Section 1111. Procedures for Offers to Repurchase Notes. 
  
 (d) Section 1112. Effect of Repurchase Notice.
 
  
 (e) Section 1113.
Deposit of Repurchase Price. 
  
 (f)
Section 1114. Covenant to Comply with Securities Laws upon Repurchase of Notes. 
  
 (g) Section 1115. Repayment to the Company. 
  
 6.    Amendment to Section 501. Upon the effective date, subsections (c), (d), (e), (f),
(i) and (j) of Section 501 are hereby amended by deleting the subsections and all references thereto throughout the Indenture in their entirety. 
  
 7.    Amendments to Section 101. Upon the effective date, certain definitions shall be deemed deleted when references to
such definitions would be eliminated as a result of the foregoing amendments. 
  
 8.    Amendment to the Notes. The Notes include certain of the foregoing provisions from the Indenture. Upon the effective date, such provisions from the Notes shall be deemed
deleted. 
  
 9.    Time Amendments
Become Operative. Upon execution and delivery of this Supplemental Indenture, the terms and conditions of this Supplemental Indenture shall be part of the terms and conditions of the Indenture for any and all purposes, and all the terms and
conditions of both shall be read together as though they constitute one and the same instrument, except that in case of conflict, the provisions of this Supplemental Indenture will control. Notwithstanding an earlier execution date, the provisions
of this Supplemental Indenture shall not become operative until the date upon which the Company accepts the Notes for purchase and payment pursuant to the Offer to Purchase and Consent Solicitation Statement and accompanying Consent and Letter of
Transmittal, dated February 18, 2004. The Company shall promptly notify the Trustee in writing that this Supplemental Indenture has become operative. 
  
 10.    Full Force and Effect. Except as they have been modified by this Supplemental Indenture, each and every provision
of the Indenture shall continue in full force and effect, and all references to the Indenture shall be deemed to mean the Indenture as amended pursuant hereto. 
  

11.    Trustee Reliance. The Trustee enters into this Supplemental Indenture in reliance on an Opinion of Counsel, as
contemplated by Section 903 of the Indenture, and makes no independent determination that this Supplemental Indenture is authorized or permitted. 
  
 12.    Recitals. The recitals of this Supplemental Indenture shall be deemed representations of the Company, and the
Trustee accepts no responsibility for such recitals. 
  

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 13.    Counterparts. This Supplemental Indenture may be executed in any
number of counterparts and in separate counterparts, each of which when so executed shall be deemed to be an original, but all of which counterparts together shall constitute but one and the same instrument. 
  
 14.    Governing Law. This Supplemental
Indenture shall be governed by, and construed in accordance with, the laws of the State of New York without giving effect to applicable principles of conflict of laws to the extent that the application of the laws of another jurisdiction would be
required thereby. 
  
 15.    Headings. The headings of this Supplemental Indenture have been inserted for convenience of reference only, and are not to be considered a part hereof and shall in no way modify or restrict any of
the terms and provisions hereof. 
  

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 IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed, and
their respective corporate seals to be hereunto affixed and attested, all as of the day and year first above written. 
  

			
	ISLE OF CAPRI CASINOS, INC.
		
	 By:
	 	 /S/    ALLAN B. SOLOMON


	 	 	 Name: Allan B. Solomon
 Title: Executive Vice President and General Counsel



  
  

			
	 U.S. BANK NATIONAL ASSOCIATION, as Trustee

		
	 By:
	 	 /S/    CAUNA M. SILVA


	 	 	 Name: Cauna M. Silva
 Title: Vice President



  
  

			
	RIVERBOAT CORPORATION OF MISSISSIPPI
		
	 By:
	 	 /S/    ALLAN B. SOLOMON


	 	 	 Name: Allan B. Solomon
 Title: Executive Vice President and General Counsel



  
  

			
	 RIVERBOAT CORPORATION OF MISSISSIPPI-VICKSBURG

		
	 By:
	 	 /S/    ALLAN B. SOLOMON


	 	 	 Name: Allan B. Solomon
 Title: Executive Vice President and General Counsel



  
  

			
	RIVERBOAT SERVICES, INC.
		
	 By:
	 	 /S/    ALLAN B. SOLOMON


	 	 	 Name: Allan B. Solomon
 Title: Executive Vice President and General Counsel



  

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	CSNO, L.L.C.
		
	 By:
	 	 /S/    ALLAN B. SOLOMON


	 	 	 Name: Allan B. Solomon
 Title: Executive Vice President and General Counsel



  
  

			
	 LOUISIANA RIVERBOAT GAMING PARTNERSHIP

		
	 By:
	 	 /S/    ALLAN B. SOLOMON


	 	 	 Name: Allan B. Solomon
 Title: Executive Vice President and General Counsel



  
  

			
	ST. CHARLES GAMING COMPANY, INC.
		
	 By:
	 	 /S/    ALLAN B. SOLOMON


	 	 	 Name: Allan B. Solomon
 Title: Executive Vice President and General Counsel



  
  

			
	 IOC HOLDINGS, L.L.C.

		
	 By:
	 	 /S/    ALLAN B. SOLOMON


	 	 	 Name: Allan B. Solomon
 Title: Executive Vice President and General Counsel



  
  

			
	GRAND PALAIS RIVERBOAT, INC.
		
	 By:
	 	 /S/    ALLAN B. SOLOMON


	 	 	 Name: Allan B. Solomon
 Title: Executive Vice President and General Counsel



  
  

			
	LRGP HOLDINGS, L.L.C.
		
	 By:
	 	 /S/    ALLAN B. SOLOMON


	 	 	 Name: Allan B. Solomon
 Title: Executive Vice President and General Counsel



  

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	PPI, INC.
		
	 By:
	 	 /S/    ALLAN B. SOLOMON

	 	 	

	 	 	 Name: Allan B. Solomon
 Title: Executive Vice President and General Counsel

	
	  
 ISLE OF CAPRI
CASINO COLORADO, INC.

		
	 By:
	 	 /S/    ALLAN B. SOLOMON

	 	 	

	 	 	 Name: Allan B. Solomon
 Title: Executive Vice President and General Counsel

	
	  
 IOC-COAHOMA,
INC.

		
	 By:
	 	 /S/    ALLAN B. SOLOMON

	 	 	

	 	 	 Name: Allan B. Solomon
 Title: Executive Vice President and General Counsel

	
	  
 IOC-NATCHEZ, INC.

		
	 By:
	 	 /S/    ALLAN B. SOLOMON

	 	 	

	 	 	 Name: Allan B. Solomon
 Title: Executive Vice President and General Counsel

	
	  
 IOC-LULA, INC.

		
	 By:
	 	 /S/    ALLAN B. SOLOMON

	 	 	

	 	 	 Name: Allan B. Solomon
 Title: Executive Vice President and General Counsel

	
	  
 IOC-BOONVILLE,
INC.

		
	 By:
	 	 /S/    ALLAN B. SOLOMON

	 	 	

	 	 	 Name: Allan B. Solomon
 Title: Executive Vice President and General Counsel



  

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	IOC-KANSAS CITY, INC.
		
	 By:
	 	 /S/    ALLAN B. SOLOMON

	 	 	

	 	 	 Name: Allan B. Solomon
 Title: Executive Vice President and General Counsel

	
	  
 ISLE OF CAPRI
BETTENDORF, L.C.

		
	 By:
	 	 /S/    ALLAN B. SOLOMON

	 	 	

	 	 	 Name: Allan B. Solomon
 Title: Executive Vice President and General Counsel

	
	  
 ISLE OF CAPRI
MARQUETTE, INC.

		
	 By:
	 	 /S/    ALLAN B. SOLOMON

	 	 	

	 	 	 Name: Allan B. Solomon
 Title: Executive Vice President and General Counsel

	
	  
 IOC DAVENPORT, INC.

		
	 By:
	 	 /S/    ALLAN B. SOLOMON

	 	 	

	 	 	 Name: Allan B. Solomon
 Title: Executive Vice President and General Counsel

	
	  
 GEMINI, INC.

		
	 By:
	 	 /S/    ALLAN B. SOLOMON

	 	 	

	 	 	 Name: Allan B. Solomon
 Title: Executive Vice President and General Counsel

	
	  
 LL HOLDING CORPORATION

		
	 By:
	 	 /S/    ALLAN B. SOLOMON

	 	 	

	 	 	 Name: Allan B. Solomon
 Title: Executive Vice President and General Counsel



  

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