Assignments and Participations in Loans and Letters of Credit
150
10.2.
Expenses
155
iii
TABLE OF CONTENTS
(continued)
Page
10.3.
Indemnity; Waiver
155
10.4.
Set-Off; Security Interest in Accounts
157
10.5.
Ratable Sharing
157
10.6.
Amendments and Waivers
158
10.7.
Independence of Covenants
160
10.8.
Notices; Effectiveness of Signatures
160
10.9.
Survival of Representations, Warranties and Agreements
162
10.10.
Failure or Indulgence Not Waiver; Remedies Cumulative
162
10.11.
Marshalling; Payments Set Aside
162
10.12.
Severability
162
10.13.
Obligations Several; Independent Nature of Lenders' Rights
163
10.14.
Headings
163
10.15.
Applicable Law
163
10.16.
Successors and Assigns
163
10.17.
Consent to Jurisdiction and Service of Process
163
10.18.
Waiver of Jury Trial
164
10.19.
Confidentiality
165
10.20.
Joint Bookrunners and Joint Lead Arrangers
166
10.21.
Counterparts; Effectiveness
166
10.22.
Gaming Laws
166
10.23.
USA Patriot Act
166
10.24.
Release of Security Interest or Guaranty
166
10.25.
Construction of Agreement; Nature of Relationship
167
10.26.
Designated Senior Indebtedness
167
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(c)
RESTATEMENT EFFECTIVE DATE COMMITMENTS
4.1F
INTENTIONALLY OMITTED
4.1H
RESTATEMENT 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
6.15
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.
$800,000,000
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 Bank"),
and WELLS
FARGO SECURITIES, LLC, CREDIT SUISSE SECURITIES (USA) LLC and