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
-i-
SCHEDULES
1.1(a)
EXISTING LETTER OF CREDIT
1.1(b)
CONSOLIDATED EBITDA PRO FORMA ANNUALIZED NUMBERS
1.1(c)
CLOSING DATE
COMMITMENTS
4.1F
REFINANCED INDEBTEDNESS
4.1H
CLOSING DATE MORTGAGED
PROPERTIES
4.1J
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 SECURITY 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
2
ISLE OF CAPRI CASINOS, INC.
$1,350,000,000
CREDIT AGREEMENT
This CREDIT AGREEMENT is dated as of July 26, 2007 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"),
CREDIT SUISSE, CAYMAN ISLANDS BRANCH ("CS"), as swing line lender (in such
capacity, the "Swing Line Lender"), CS, 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"), CREDIT SUISSE
SECURITIES (USA) LLC, as lead arranger and bookrunner (in such capacity, the
"Lead Arranger"), DEUTSCHE BANK SECURITIES INC. and CIBC WORLD MARKETS CORP., as
co-syndication agents (in such capacity, the "Co-Syndication Agents"), and U.S.
BANK, N.A. and WACHOVIA BANK, NATIONAL ASSOCIATION, as co-documentation agent
(in such capacity, the "Co-Documentation Agents").
R E C I T A L S
WHEREAS, Borrower desires that Lenders extend term credit facilities and a
revolving credit facility to Borrower to finance a portion of the Transactions
(capitalized terms used herein without definition are defined in subsection 1.1
of this Agreement), to provide working capital financing and capital expenditure
financing for Borrower and its Subsidiaries, to finance acquisitions permitted
hereunder and to provide funds for other general corporate purposes of Borrower
and its Subsidiaries;
WHEREAS, Borrower desires to secure all of its Obligations under the Loan
Documents by granting to Administrative Agent, for the benefit of Administrative
Agent and Lenders, a security interest in and Lien upon substantially all of its
personal and real property; and
WHEREAS, each of the Restricted Subsidiaries is willing to guaranty all of
the Obligations of Borrower and to grant to Administrative Agent, for the
benefit of Administrative Agent and Lenders, a security interest in and Lien
upon substantially all of its personal and real property to