and Letters of Credit.
143152
10.2.
Expenses.
147157
10.3.
Indemnity; Waiver.
148158
10.4.
Set-Off; Security Interest in Accounts.
149159
10.5.
Ratable Sharing.
150159
10.6.
Amendments and Waivers.
150160
10.7.
Independence of Covenants.
153163
10.8.
Notices;: Effectiveness of Signatures.
153163
10.9.
Survival of Representations, Warranties and Agreements.
154164
10.10.
Failure or Indulgence Not Waiver; Remedies Cumulative.
154165
10.11.
Marshalling; Payments Set Aside.
154165
10.12.
Severability.
154165
10.13.
Obligations Several; Independent Nature of Lenders' Rights.
155165
10.14.
Headings.
155166
10.15.
Applicable Law.
155166
10.16.
Successors and Assigns.
155166
10.17.
Consent to Jurisdiction and Service of Process.
155166
10.18.
Waiver of Jury Trial.
156167
10.19.
Confidentiality.
157167
10.20.
Joint Bookrunners and Joint Lead Arrangers 158Intentionally Omitted.
168
10.21.
Counterparts; Effectiveness.
158168
10.22.
Gaming Laws.
158169
10.23.
USA Patriot Act.
158169
10.24.
Release of Security Interest or Guaranty.
159169
10.25.
Construction of Agreement; Nature of Relationship.
159170
10.26.
Designated Senior Indebtedness.
159170
10.27.
No Third Parties Benefited.
170
10.28.
Further Assurances
170
10.29.
Integration
171
10.30.
Wells Fargo in Multiple Capacities.
171
iv
EXHIBITS
I
FORM OF
NOTICE OF BORROWING
II
FORM OF NOTICE
OF CONVERSION/CONTINUATION
III
FORM OF NOTICE OF
ISSUANCE OF LETTER OF CREDIT
IV
FORM OF TERM NOTE
V
FORM OF
REVOLVING NOTE
VI
FORM OF SWING LINE
NOTE
VII
FORM OF COMPLIANCE
CERTIFICATE
VIII
FORM OF OPINION OF COUNSEL
TO LOAN PARTIES
IX
FORM OF ASSIGNMENT
AGREEMENT
X
FORM OF SOLVENCY
CERTIFICATE
XI
FORM OF SUBSIDIARY
GUARANTY
XII
FORM OF SECURITY
AGREEMENT
XIII
FORM OF MORTGAGE
XIV-A
FORM OF DEPOSIT ACCOUNT CONTROL
AGREEMENT
XIV-B
FORM OF SECURITIES ACCOUNT CONTROL
AGREEMENT
XV-A
FORM OF INSTRUMENT OF JOINDER
XV-B
FORM OF NOTICE TO LENDERS
XV-C
FORM OF OFFICER'S CERTIFICATE
XVI
FORM OF ENVIRONMENTAL
INDEMNITY AGREEMENT
XVII
FORM OF CERTIFICATE RE
NON-DOMESTIC BANK STATUS
v
SCHEDULES
1.1(a)
EXISTING LETTER OF CREDIT
1.1(cb)
RESTATEMENTFOURTH AMENDMENT EFFECTIVE
DATE COMMITMENTS
4.1F
INTENTIONALLY OMITTED
4.1H
RESTATEMENTFOURTH AMENDMENT
EFFECTIVE DATE MORTGAGED PROPERTIES
4.1M
SHIP MORTGAGES
5.1
CORPORATE AND CAPITAL
STRUCTURE, MANAGEMENT, AND RESTRICTED AND UNRESTRICTED SUBSIDIARIES OF BORROWER
5.2C
GOVERNMENTAL CONSENTS
5.5
REAL PROPERTY
5.8
MATERIAL CONTRACTS
5.11
CERTAIN EMPLOYEE BENEFIT
PLANS
5.14
COLLECTIVE BARGAINING
AGREEMENTS
6.10
DEPOSIT AND SECURITIES
ACCOUNTS
6.156.11
POST CLOSING MATTERS
7.1
CERTAIN EXISTING
INDEBTEDNESS AND CAPITAL LEASES
7.2
CERTAIN EXISTING LIENS
7.3
CERTAIN EXISTING
INVESTMENTS
7.4
CERTAIN EXISTING
CONTINGENT OBLIGATIONS
vi
ISLE OF CAPRI CASINOS, INC.
$800,000,000300,000,000
AMENDED AND RESTATED CREDIT AGREEMENT
This AMENDED AND RESTATED CREDIT AGREEMENT is dated as of March 25, 2011 and
entered into by and among ISLE OF CAPRI CASINOS, INC., a Delaware corporation
(the "Borrower"), THE FINANCIAL INSTITUTIONS PARTY FROM TIME TO TIME HERETO as
lenders (each individually referred to herein as a "Lender" and collectively as
"Lenders"), WELLS FARGO BANK, NATIONAL ASSOCIATION ("Wells Fargo"), as swing
line lender (in such capacity, the "Swing Line Lender"), Wells Fargo, as
successor to Credit Suisse AG, Cayman Islands Branch, as agent for the Lenders
(in such capacity, the "Administrative Agent") and as an issuing lender with
respect to Letters of Credit (in such capacity, the "Issuing