FOURTH AMENDMENT TO CREDIT AGREEMENT AND AMENDMENTS TO LOAN DOCUMENTS

Exhibit 10.1

EXECUTION VERSION

FOURTH AMENDMENT TO
CREDIT AGREEMENT AND AMENDMENTS TO LOAN DOCUMENTS

THIS FOURTH AMENDMENT TO CREDIT AGREEMENT AND AMENDMENTS TO LOAN DOCUMENTS (this “Amendment”), dated as of April 19, 2013 and effective as of the Fourth Amendment Effective Date (as hereinafter defined), is made and entered into by and among ISLE OF CAPRI CASINOS, INC., a Delaware corporation (“Borrower”), the other Loan Parties (as hereinafter defined), the Lenders party hereto, which constitute all of the Lenders as of the Fourth Amendment Effective Date and which include, for purposes of clarification, the Swing Line Lender, and ▇▇▇▇▇ FARGO BANK, NATIONAL ASSOCIATION (“▇▇▇▇▇ Fargo”), as one of the Lenders, Issuing Bank, Swing Line Lender and as the agent to the Lenders (in such capacity, the “Administrative Agent”).

WITNESSETH

A.                                    Borrower is a party to that certain Credit Agreement dated as of July 26, 2007, as amended by the First Amendment to Credit Agreement, dated as of February 17, 2010, the Second Amendment to Credit Agreement and Amendments to Loan Documents, dated as of March 25, 2011 (the “Second Amendment”) and the Third Amendment to Credit Agreement, dated as of November 21, 2012 (as further amended and in effect immediately before giving effect to this Amendment, the “Existing Credit Agreement,” and as amended by this Amendment and as further amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) by and among Borrower, Administrative Agent, and the lenders party thereto from time to time.

B.                                    In connection with the Existing Credit Agreement, (i) the Subsidiary Guarantors (together with Borrower, the “Loan Parties”) have executed that certain Subsidiary Guaranty dated as of July 26, 2007, as amended by the Second Amendment, or a joinder or counterpart thereto (as further amended and in effect immediately before giving effect to this Amendment, the “Existing Subsidiary Guaranty,” and as amended by this Amendment and as further amended, amended and restated, supplemented or otherwise modified from time to time, the “Subsidiary Guaranty”) pursuant to which, among other things, each Subsidiary Guarantor has guaranteed the obligations of Borrower under the Existing Credit Agreement and any Lender Hedge Agreements (as defined in the Existing Subsidiary Guaranty), and (ii) the Loan Parties have executed that certain Security Agreement dated as of July 26, 2007, as amended by that certain First Amendment to Security Agreement dated as of January 25, 2008, as amended by the Second Amendment, or a joinder or counterpart thereto (as further amended and in effect immediately before giving effect to this Amendment, the “Existing Security Agreement,” and as amended by this Amendment and as further amended, amended and restated, supplemented or otherwise modified from time to time, the “Security Agreement”) pursuant to which each Loan Party has granted in favor of Administrative Agent a security interest in substantially all of the personal property of such Loan Party to secure (x) in the case of Borrower, all obligations and liabilities of every nature of Borrower now or hereafter existing under or arising out of or in connection with the Credit

Agreement and the other Loan Documents and any Lender Hedge Agreements (as defined in the Existing Security Agreement) and (y) in the case of each other Loan Party, all obligations and liabilities of every nature of such Loan Party now or hereafter existing under or arising out of or in connection with the Subsidiary Guaranty.

C.                                    Borrower has requested that the Lenders agree to (i) amend the Existing Credit Agreement (including the Exhibits and Schedules thereto) in the manner set forth in Section 2 herein, (ii) amend the Existing Subsidiary Guaranty (including the Exhibits and Schedules thereto) in the manner set forth in Section 3 herein and (iii) amend the Existing Security Agreement (including the Exhibits and Schedules thereto) in the manner set forth in Section 4 herein, in each case subject to, and in accordance with, the terms and conditions set forth herein.

In particular, such amendments reflect, among other things and in each case as further specified in Attachments 1, 2 and 3 hereto:

I.                                        the repayment in full of the Term Loans under the Existing Credit Agreement;

II.                                   the continuation of the Revolving Loan Commitments under the Existing Credit Agreement (in the aggregate principal amount of $300,000,000);

III.                              an extension of the maturity date under the Existing Credit Agreement to the date that is the fifth anniversary of the Fourth Amendment Effective Date;

IV.                               the right of Borrower, subject to certain terms and conditions, to obtain future commitments to increase the Revolving Loan Commitments and/or incur one or more new series of Term Loans in a maximum aggregate principal amount of $200,000,000;

V.                                    depending on the then effective Consolidated Total Leverage Ratio, effective reductions in the interest rates and unused commitment fees applicable to Revolving Loans as follows:

2

VI.                               amendments to each of the Maximum Consolidated Total Leverage Ratio, Maximum Consolidated Senior Secured Leverage Ratio and Minimum Interest Coverage Ratio financial covenants to, among other things, reflect the refinancing of the Term Loans under the Existing Credit Agreement and the provision of additional operating flexibility to the Loan Parties;

VII.                          clarifications regarding certain assets of the Loan Parties that are excluded from the Collateral pledged by the Loan Parties as security for the Obligations, including certain Leasehold properties at the Vicksburg Gaming Facilities;

VIII.                     the inclusion of additional flexibility to repay unsecured indebtedness and subordinated indebtedness prior the payment in full of the Obligations;

IX.                               the expansion of certain investment rights of the Loan Parties; and

X.                                    the inclusion of flexibility to dispose of, or otherwise restructure holdings in, the ▇▇▇▇▇▇▇▇▇ Gaming Facilities.

D.                                    In connection with and as a condition to the effectiveness of this Amendment, and only to reflect the effectiveness of this Amendment, including the extension of the maturity date, (i) each Loan Party that is party to a Mortgage as of the date hereof is entering into an amendment to and confirmation of such Mortgage in substantially the form of Exhibit A hereto (each such amendment to and confirmation of a Mortgage, a “Mortgage Amendment”) and (ii) each Loan Party that is party to a Ship Mortgage as of the date hereof is entering into an amendment to and confirmation of such Ship Mortgage in substantially the form of Exhibit B hereto (each such amendment to and confirmation of a Ship Mortgage, a “Ship Mortgage Amendment” and, together with this Amendment, each Mortgage Amendment and each Ship Mortgage Amendment, each an “Amendment Document” and, collectively, the “Amendment Documents”)).

E.                                     The Lenders are willing to agree to enter into this Amendment, subject to the conditions and on the terms set forth below.

AGREEMENT

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Borrower, each Lender, Administrative Agent and the Loan Parties agree as follows:

3

1.                                      DEFINITIONS.  Except as otherwise expressly provided herein, capitalized terms used in this Amendment shall have the meanings given in the Existing Credit Agreement, and the rules of construction set forth in the Credit Agreement shall apply to this Amendment.

2.                                      AMENDMENTS TO EXISTING CREDIT AGREEMENT.  With effect as of the Fourth Amendment Effective Date, the Existing Credit Agreement (including each of the Exhibits and Schedules thereto) is hereby amended to reflect, among other things, the amendments described above and such other amendments as are agreed to by the parties hereto by giving effect to each of the changes shown in the redlined version of the Credit Agreement (including each of the Exhibits and Schedules thereto) attached hereto as Attachment 1, as if each of such changes had been separately identified in this Amendment.

3.                                      AMENDMENTS TO EXISTING SUBSIDIARY GUARANTY. With effect as of the Fourth Amendment Effective Date concurrently with the amendment of the Existing Credit Agreement pursuant to Section 2 above, the Existing Subsidiary Guaranty (including the Exhibit thereto) is hereby amended to reflect, among other things, the amendments described above and such other amendments as are agreed to by the parties hereto by giving effect to each of the changes shown in the redlined version of the Subsidiary Guaranty (including the Exhibit thereto) attached hereto as Attachment 2, as if each of such changes had been separately identified in this Amendment.

4.                                      AMENDMENTS TO EXISTING SECURITY AGREEMENT.  With effect as of the Fourth Amendment Effective Date concurrently with the amendment of the Existing Credit Agreement pursuant to Section 2 above, the Existing Security Agreement (including each of the Exhibits and Schedules thereto) is hereby amended to reflect, among other things, the amendments described above and such other amendments as are agreed to by the parties hereto by giving effect to each of the changes shown in the redlined version of the Security Agreement (including each of the Exhibits and Schedules thereto) attached hereto as Attachment 3, as if each of such changes had been separately identified in this Amendment.

5.                                      REPRESENTATIONS AND WARRANTIES.  To induce the Lenders to agree to this Amendment, Borrower and each of the other Loan Parties represents to the Lenders and the Administrative Agent that as of the date hereof and as of the Fourth Amendment Effective Date:

5.1                               Borrower and each of the other Loan Parties has all power and authority to enter into, execute and deliver this Amendment and each other Amendment Document to which it is a party and to carry out the transactions contemplated by, and to perform its obligations under or in respect of, this Amendment and each other Amendment Document to which it is a party;

5.2                               the execution and delivery of this Amendment and each other Amendment Document to which it is a party and the performance of the obligations of Borrower and each of the other Loan Parties under or in respect of this Amendment and each other Amendment Document to which it is a party have been duly authorized by all necessary action on the part of Borrower and each of the other Loan Parties;

5.3                               the execution and delivery of this Amendment and each other Amendment Document to which it is a party and the performance of the obligations of Borrower and each of

4

the other Loan Parties under or in respect of this Amendment and each other Amendment Document to which it is a party do not and will not conflict with or violate (i) any provision of the articles or certificate of incorporation or bylaws (or similar constituent documents) of Borrower or any other Loan Party, (ii) any provision of any law or any governmental rule or regulation (other than any violation of any such law, governmental rule or regulation, or Gaming Law, in each case which could not reasonably be expected to result in a Material Adverse Effect or cause any liability to any Lender), (iii) any order, judgment or decree of any Governmental Authority or arbitrator binding on Borrower or any other Loan Party (other than any violation of any such order, judgment or decree, in each case which could not reasonably be expected to result in a Material Adverse Effect or cause any liability to any Lender), or (iv) any material indenture, material agreement or material instrument to which Borrower or any other Loan Party is a party or by which Borrower or any other Loan Party, or any property of any of them, is bound (other than any such conflict, breach or default which could not reasonably be expected to result in a Material Adverse Effect), and do not and will not require any consent or approval of any Person that has not been obtained;

5.4                               Borrower and each of the other Loan Parties has duly executed and delivered this Amendment and each other Amendment Document to which it is a party, and this Amendment and each other Amendment Document constitutes a legal, valid and binding obligation of Borrower (to the extent party thereto) and each of the other Loan Parties (to the extent parties thereto), enforceable against Borrower and each of the other Loan Parties in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law);

5.5                               after giving effect to this Amendment and each other Amendment Document, no event has occurred and is continuing or will result from the execution and delivery of this Amendment or the other Amendment Documents or the performance by Borrower and the other Loan Parties of their obligations hereunder or thereunder that would constitute a Potential Event of Default or an Event of Default; and

5.6                               each of the representations and warranties made by Borrower and the other Loan Parties in or pursuant to the Loan Documents, as amended hereby and by the other Amendment Documents, shall be true and correct in all material respects on and as of the Fourth Amendment Effective Date as if made on and as of such date, except for representations and warranties expressly stated to relate to a specific earlier date, or which by their context relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date.

6.                                      EFFECTIVENESS OF THIS AMENDMENT.  This Amendment shall be effective only if and when: (a) the Administrative Agent shall have received a copy of this Amendment, duly executed and delivered by Borrower, the other Loan Parties and each of the Lenders party hereto, which Lenders constitute all of the Lenders under the Existing Credit Agreement, (b) the Term Loans under the Existing Credit Agreement shall have been repaid in full (and each of the Lenders, by release of its signature pages hereto, confirms its agreement to fund in accordance with Section 2.1A(ii) of the Credit Agreement its Pro Rata Share of the Revolving Loans subject

5

to the Notice of Borrowing previously delivered for a Funding Date as of the date hereof), (c) the Lenders shall have entered into such Assignment Agreements and otherwise consummated trades of the Revolving Loans such that, immediately prior to the Fourth Amendment Effective Date, such Lenders and their respective Revolving Loan Commitments are as set forth in Attachment 4 hereto (and each of the Lenders, by release of its signature pages hereto, confirms its release of its signature pages to such Assignment Agreements), and (d) each of the conditions set forth in Section 4.1 of the Credit Agreement are satisfied (or waived pursuant to Section 4.1 of the Credit Agreement), which conditions are hereby incorporated by reference herein with the same effect as if each such condition had been separately set forth in this Amendment (the first date on which all of such conditions have been satisfied being the “Fourth Amendment Effective Date”).

7.                                      ACKNOWLEDGMENTS.  By executing this Amendment, each of the Loan Parties (a) consents to this Amendment and each other Amendment Document and the performance by Borrower and each of the other Loan Parties of their obligations hereunder and thereunder, (b) acknowledges that notwithstanding the execution and delivery of this Amendment and the other Amendment Documents, and except as expressly modified hereby or by the other Amendment Documents, the obligations of each of the Loan Parties under the Subsidiary Guaranty, the Security Agreement and each of the other Loan Documents to which such Loan Party is a party, are not impaired or affected and each of the Subsidiary Guaranty, the Security Agreement and each such other Loan Document continues in full force and effect, (c) affirms and ratifies, to the extent it is a party thereto, the Subsidiary Guaranty, the Security Agreement and each other Loan Document with respect to all of the Obligations as expanded or amended hereby or by the other Amendment Documents and (d) reaffirms the security interests, Liens, mortgages and conveyances it has granted to or made in favor of or for the benefit of Administrative Agent under the Collateral Documents and confirms that such security interests, Liens, mortgages and conveyances continue to secure the obligations recited to be secured by the applicable Collateral Documents, after giving effect to this Amendment and the other Amendment Documents.

8.                                      NO NOVATION.  The amendment of the Existing Credit Agreement, the Existing Subsidiary Guaranty and the Existing Security Agreement as contemplated hereby shall not be construed to (and is not intended to) discharge or release the Borrower or any other Loan Party from any obligations owed to the Lenders or the Administrative Agent under the Existing Credit Agreement or any other Loan Documents, which shall remain owing under the Credit Agreement and the other Loan Documents.  In furtherance of the foregoing, this Amendment shall not extinguish the Obligations outstanding under the Existing Credit Agreement or any other Loan Documents.  The provisions of Sections 2.7, 3.6, 10.2 and 10.3 of the Credit Agreement will be effective as to all matters arising out of or in any way related to facts or events existing or occurring prior to the Fourth Amendment Effective Date.

9.                                      MISCELLANEOUS.  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 SECTION 5- 1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK), WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES.  This Amendment may be executed in one or more duplicate counterparts and, subject to the other terms and conditions of this Amendment, when signed by all of the parties listed below shall constitute a

6

single binding agreement.  Delivery of an executed signature page to this Amendment by facsimile transmission or electronic mail shall be as effective as delivery of a manually signed counterpart of this Amendment.  Except as amended hereby, all of the provisions of the Credit Agreement, the Subsidiary Guaranty, the Security Agreement and the other Loan Documents shall remain in full force and effect except that each reference to the “Credit Agreement”, the “Subsidiary Guaranty”, the “Security Agreement” or words of like import in any Loan Document, shall mean and be a reference to the Credit Agreement, Subsidiary Guaranty or Security Agreement, as applicable, as amended hereby.  This Amendment shall be deemed a “Loan Document” as defined in the Credit Agreement.  Sections 10.17 and 10.18 of the Credit Agreement shall apply to this Amendment and all past and future amendments to the Credit Agreement and other Loan Documents as if expressly set forth herein or therein.  Witnesseth and other recital statements and Section headings herein are included for convenience of reference only and the amendments as made effective by this Amendment shall be solely as specified by Attachments 1, 2 and 3 hereto.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

7

IN WITNESS WHEREOF, the parties have caused this Amendment to be duly executed by their officers or partners thereunto duly authorized as of the day and year first above written.

8

9

Notice Address:           Eleven ▇▇▇▇▇▇▇ ▇▇▇▇▇▇

▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇

10

11

12

13

14

Notice Address:

▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇.
▇▇▇▇▇ ▇▇▇
▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇

15

EXHIBIT A

TO FOURTH AMENDMENT TO CREDIT AGREEMENT

FORM OF AMENDMENT AND CONFIRMATION OF MORTGAGE

PREPARED BY, RECORDING REQUESTED BY,
AND WHEN RECORDED MAIL TO:
▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention:  ▇▇▇▇▇ ▇▇▇▇▇

AMENDMENT TO AND CONFIRMATION OF
FEE AND LEASEHOLD DEED OF TRUST, SECURITY AGREEMENT, ASSIGNMENT
OF RENTS AND LEASES AND FIXTURE FILING (COLORADO)

This AMENDMENT TO AND CONFIRMATION OF FEE AND LEASEHOLD DEED OF TRUST, SECURITY AGREEMENT, ASSIGNMENT OF RENTS AND LEASES AND FIXTURE FILING, dated as of April 19, 2013 (this “Amendment”), is entered into by and between ISLE OF CAPRI BLACK HAWK, L.L.C., a Colorado limited liability company (“Grantor”), whose address is c/o Isle of Capri Casinos, Inc., ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇. ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention: ▇▇. ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇. and delivered, to THE PUBLIC TRUSTEE OF THE COUNTY OF ▇▇▇▇▇▇, COLORADO (“Trustee”), and ▇▇▇▇▇ FARGO BANK, NATIONAL ASSOCIATION (“▇▇▇▇▇ Fargo”), as administrative agent (in such capacity, “Administrative Agent”), for and representative of the financial institutions who are party from time to time to the Credit Agreement (hereafter defined) (such financial institutions, together with their respective successors and assigns, are collectively referred to as the “Lenders”) and the Hedge Providers (Administrative Agent, together with its successors and assigns, in such capacity, “Beneficiary”), having an address at ▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇.

Recitals

A.                                    Pursuant to that certain Credit Agreement dated as of July 26, 2007, (as amended by the First Amendment, the Second Amendment, the Third Amendment and the Fourth Amendment (each, as defined below) and as the same may hereafter be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among Isle of Capri Casinos, Inc., a Delaware corporation (“Borrower”), CREDIT SUISSE, CAYMAN ISLANDS BRANCH, as administrative agent (in such capacity, “Original Administrative Agent”) and the Lenders, the Lenders agreed to make certain loans and issue certain letters of credit as more specifically set forth therein.

B.                                    In order to induce the Lenders to enter into the Credit Agreement, Grantor and certain other subsidiaries of Borrower (collectively, the “Subsidiary Guarantors”) executed and delivered a Subsidiary Guaranty dated as of July 26, 2007 (as amended by the Second Amendment and the Fourth Amendment (each, as defined below) and as the same may hereafter be amended, restated, supplemented or otherwise modified from time, to time, the “Subsidiary Guaranty”) in favor of Original Administrative Agent for the benefit of the Lenders and any Hedge Providers, pursuant to which Subsidiary Guarantors guaranteed the prompt payment and performance when due of all of the obligations of Borrower under the Credit Agreement and the other Loan Documents.

C.                                    In connection with the Subsidiary Guaranty, Grantor executed that certain Fee and Leasehold Deed of Trust, Security Agreement, Assignment of Rents and Leases and Fixture Filing, dated as of May 6, 2008 and as recorded on May 20, 2008 in the Official Records of ▇▇▇▇▇▇ County, Colorado, as ID No. 136444 to Trustee for the benefit of Original Administrative Agent for and representative of the Lenders and Hedge Providers (as confirmed by the First Confirmation and the Second Confirmation and as assigned to the Administrative Agent (each, as defined below), the “Existing Deed of Trust,” and as amended and confirmed hereby and as

2

hereafter amended, restated, supplemented or otherwise modified from time to time, the “Deed of Trust”), as security for Grantor’s obligation under the Subsidiary Guaranty.

D.                                    Borrower and the Subsidiary Guarantors (including, without limitation, Grantor), together with Original Administrative Agent and Lenders entered into that certain First Amendment to Credit Agreement, dated as of February 17, 2010 (the “First Amendment”) to, among other things, increase the interest rate and amend various definitions and financial covenants under the Credit Agreement.  In connection with the First Amendment, Grantor executed that certain Confirmation of Fee and Leasehold Deed of Trust, Security Agreement, Assignment of Rents and Leases and Fixture Filing (Colorado), dated as of February 17, 2010 and recorded on February 26, 2010 in the Official Records of ▇▇▇▇▇▇ County, Colorado, as ID No. 141036 to Trustee for the benefit of Original Administrative Agent for and representative of the Lenders and Hedge Providers (the “First Confirmation”).

E.                                     Immediately prior to the effectiveness of the Second Amendment (as defined below), pursuant to that certain Successor Agent Agreement, dated as of March 25, 2011, among Original Administrative Agent, ▇▇▇▇▇ Fargo, Borrower and Requisite Lenders, Original Administrative Agent resigned as the “Administrative Agent” under the Credit Agreement and the other Loan Documents, and ▇▇▇▇▇ Fargo was appointed by Requisite Lenders as the “Administrative Agent” under the Credit Agreement and the other Loan Documents.  In connection with such resignation by Original Administrative Agent as the “Administrative Agent” under the Credit Agreement and other Loan Documents, and such appointment by Requisite Lenders of ▇▇▇▇▇ Fargo as the “Administrative Agent” under the Credit Agreement and other Loan Documents, pursuant to Section 10.11(b) of the Existing Deed of Trust, Original Administrative Agent executed in favor of ▇▇▇▇▇ Fargo that certain Assignment of Interest in Fee and Leasehold Deed of Trust, Security Agreement, Assignment of Rents and Leases and Fixture Filing, dated as of March 23, 2011 and recorded on March 28, 2011 in the Official Records of ▇▇▇▇▇▇ County, Colorado, as ID No. 143772.

F.                                      Borrower and the Subsidiary Guarantors (including, without limitation, Grantor), together with Beneficiary and Lenders, entered into that certain Second Amendment to Credit Agreement and Amendments to Loan Documents, dated as of March 25, 2011 (the “Second Amendment”) to, among other things, extend the maturity date of the Loans, change the interest rate applicable to the Loans and amend various definitions and financial covenants under the Credit Agreement.  In connection with the Second Amendment, Grantor executed that certain Confirmation of Fee and Leasehold Deed of Trust, Security Agreement, Assignment of Rents and Leases and Fixture Filing (Colorado), dated as of March 25, 2011 and recorded on March 28, 2011 in the Official Records of ▇▇▇▇▇▇ County, Colorado, as ID No. 143774 to Trustee for the benefit of Administrative Agent for and representative of the Lenders and Hedge Providers (the “Second Confirmation”).

G.                                    Borrower and the Subsidiary Guarantors (including, without limitation, Grantor), together with Beneficiary and Lenders, entered into that certain Third Amendment to Credit Agreement, dated as of November 21, 2012 (the “Third Amendment”) to, among other things, amend various definitions and financial covenants under the Credit Agreement.

3

H.                                   Borrower and the Subsidiary Guarantors (including, without limitation, Grantor), together with Beneficiary and Lenders, entered into that certain Fourth Amendment to Credit Agreement and Amendments to Loan Documents, dated as of April 19, 2013 (the “Fourth Amendment”) to, among other things, extend the maturity date of the Loans, change the interest rate applicable to the Loans and amend various definitions and financial covenants under the Credit Agreement.

I.                                        In accordance with the terms and conditions of the Credit Agreement and in order to facilitate the issuance of certain endorsements to the title policy with respect to the Deed of Trust, Grantor and Beneficiary hereby agree to amend the Existing Deed of Trust and confirm that the Deed of Trust incorporates the terms of the Fourth Amendment.

Agreement

1.                                      Definitions.  Unless otherwise defined in this Amendment, the capitalized terms used in this Amendment (including in the Recitals hereto) shall have the meanings assigned to them in the Deed of Trust or, if not defined in the Deed of Trust, in the Credit Agreement.

2.                                      Amendments to Existing Deed of Trust.  Section 1.1(a) of the Existing Deed of Trust is hereby amended and restated in its entirety to read as follows:

“(a) “Indebtedness”:  (1) All indebtedness of Borrower to Beneficiary, the Lenders and any Hedge Providers, the full and prompt payment of which has been guaranteed by Grantor pursuant to the Subsidiary Guaranty, including the sum of all (i) principal, interest and other amounts evidenced or secured by the Loan Documents, (ii) principal, interest, and other amounts which may hereafter be owed or owing by Borrower to Beneficiary or any of the Lenders under or in connection with the Loan Documents, whether evidenced by a promissory note or other instrument which, by its terms, is secured hereby, and (iii) early termination amounts and other amount which may hereafter be owed or owing by Borrower to any Hedge Provider under any Lender Hedge Agreement and (2) all other indebtedness, obligations and liabilities now or hereafter existing of any kind of Grantor to Beneficiary or any of the Lenders under documents which recite that they are intended to be secured by this Deed of Trust.  The Credit Agreement contains a revolving credit facility which permits Borrower to borrow certain principal amounts, repay all or a portion of such principal amounts, and reborrow the amounts previously paid to the Lenders, all upon satisfaction of certain conditions stated in the Credit Agreement. This Deed of Trust secures all of Grantor’s obligations with respect to advances and re-advances under the revolving credit feature of the Credit Agreement. The final maturity date of the Indebtedness is April 19, 2018.”

3.                                      Confirmation.  Grantor hereby confirms that the Deed of Trust secures all of the obligations under the Credit Agreement and the other Loan Documents, as amended by the Fourth Amendment, and all obligations under the Lender Hedge Agreements.  The Deed of Trust remains in full force and effect.  The Deed of Trust shall continue to create a valid and subsisting lien and security interest against the property described on Exhibit A and Exhibit B.  It is the intent of Grantor that all security previously granted to Trustee pursuant to the Deed of Trust and Loan Documents continues to exist despite the Fourth Amendment being executed.

4

4.                                      Effectiveness.  This Amendment shall become effective as of the date first set forth above when Grantor and Beneficiary shall have duly and validly executed and delivered to the other party an original of this Amendment.

5.                                      Entire Agreement.  The Deed of Trust and the other Loan Documents represent the final agreement between the parties with respect to the subject matter thereof and may not be contradicted by evidence of prior, contemporaneous, or subsequent oral agreements of the parties.

6.                                      Further Assurances.  Grantor hereby agrees to execute and deliver such other instruments, and take such other actions, as may be reasonably requested in furtherance of the transactions contemplated by this Amendment.

7.                                      General.  This Amendment is governed by and shall be construed, interpreted and governed in accordance with Section 10.9 of the Deed of Trust.  This Amendment may be signed in counterparts, each of which shall be an original, and all of which when assembled together shall constitute one agreement.  Delivery of an executed counterpart of a signature page of this Amendment by facsimile shall be as effective as delivery of a manually executed counterpart of this Amendment.  Nothing herein shall be construed as a novation, remission or compromise of the Indebtedness secured by the Deed of Trust and other Loan Documents.

8.                                      No Affect on Priority.  Nothing herein shall be construed as affecting the priority of the Deed of Trust and other Loan Documents.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

5

IN WITNESS WHEREOF, Grantor has on the date set forth in the acknowledgement hereto, effective as of the date first above written, caused this instrument to be duly EXECUTED AND DELIVERED by authority duly given.

[AMENDMENT TO AND CONFIRMATION OF DEED OF TRUST SIGNATURE PAGE]
[IOC CASINO — ▇▇▇▇▇▇ COUNTY, COLORADO]

On              , 20   , before me,                               , Notary Public, personally appeared                                                    who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument, the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

[AMENDMENT TO AND CONFIRMATION OF DEED OF TRUST SIGNATURE PAGE]
[IOC CASINO — ▇▇▇▇▇▇ COUNTY, COLORADO]

On this          day of                 , 2013, before me appeared                              , to me personally known, who, being by me duly sworn did say that he/she is the                    of                  , a                , and that the seal affixed to the foregoing instrument is the corporate seal of said corporation and that said instrument was signed on behalf of said corporation by authority of its board of directors, and said                               acknowledged said instrument to be the free act and deed of said corporation.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year last above written.

[AMENDMENT TO AND CONFIRMATION OF DEED OF TRUST SIGNATURE PAGE]
[IOC CASINO — ▇▇▇▇▇▇ COUNTY, COLORADO]

EXHIBIT A

DESCRIPTION OF FEE ESTATE

Parcel A:

Those portions of: ▇▇▇▇ ▇, ▇, ▇, ▇, ▇, ▇▇, ▇▇, ▇▇, 13, 14, 15, 16, 17, 18, 19, 20 and 21, Block 51; ▇▇▇▇ ▇, ▇, ▇, ▇, ▇, ▇, ▇, ▇, ▇, 10, 11, 12, 13, 14, 15, 16, 17 and 18, Block 52; The ▇▇▇▇ ▇▇▇ ▇▇▇▇▇ Tract; The ▇. ▇. ▇▇▇▇▇▇▇▇ Tract; The ▇▇▇▇▇▇▇ Lode Black Hawk City Title; the ▇▇▇▇ ▇▇▇▇▇ Tracts; the Wabash Lode Mining Claim, U. S. Mineral Survey No. 42; and the Running Lode Mining Claim, U. S. Mineral Survey No. 592, in Section 7, Township 3 South, Range 72 West of the 6th P.M., City of Black Hawk, County of ▇▇▇▇▇▇, State of Colorado, more particularly described as follows:

Beginning at a point on the Southerly Right-of-Way of Main Street and the Northwesterly Corner of ▇▇▇ ▇, ▇▇▇▇▇ ▇▇ of the City of Black Hawk, from whence Triangulation Station No. 7 bears N 73°29’55” W a File distance of 6105.74 feet and from whence Triangulation Station No. 9 bears N 73°06’08” W a distance of 4250.25 feet and from whence the South Quarter Corner of said Section 7 bears S 46°15’20” W a distance of 1622.07 feet; Thence departing from said Right-of-Way N 56°05’15” E a distance of 21.21 feet along amended Right-of-Way; Thence continuing along said amended Right-of-Way S 78°54145” E a distance of 713.45 feet to a point on the Northerly line of Block 52, said City of Black Hawk and also the Southerly Right-of-Way of Main Street as per ADG Engineering Survey current in October 1995, N 83°38’00” E a distance of 41.60 feet; Thence, departing from said Right-of-Way S 06°22’00” E a distance of 0.18 feet; Thence N 83°38’00” E along the Northerly line of said Block 52 a distance of 88.31 feet; Thence, continuing along said Northerly line S 82°55’00” E a distance of 291.38 feet; Thence, continuing along said Northerly line S 72°00’00” E a distance of 264.50 feet to the Northeasterly corner of ▇▇▇ ▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇; ▇▇▇▇▇▇, ▇ ▇▇▇▇▇’00” W a distance of 100.00 feet to the Southeasterly corner of said Lot 18; Thence, N 72°00’00” W a distance of 254.94 feet along the Southerly line of said Block 52; Thence, N 82°55’00” W a distance of 270.03 feet continuing along said Southerly line; ‘Thence, S 83°38’00” W a distance of 33.06 feet to the intersection of the Southerly line of Lot 4, said Block 52 and Line 4-1 of the ▇▇▇▇▇▇▇ Lode; Thence, departing from said Southerly line and along Line 4-1 of said ▇▇▇▇▇▇▇ Lode S 73°45’00” W a distance of 143.20 feet to Corner No.3 of the Running Lode, U.S. Mineral Survey No. 592; Thence S 14°25’00” E a distance of 150.10 feet to Corner No.4 of said Running Lode; Thence along Line 4-1 of said Running Lode S 73°45’00” W a distance of 228.64 feet; Thence, N 78°52’00” W a distance of 326.18 feet to said Line 4-1 of said ▇▇▇▇▇▇▇ Lode; Thence along said Line 4-1 S 73°45’00” W a distance of 400.00 feet to Corner No.1 of said ▇▇▇▇▇▇▇ Lode and to intersect with Line 4-1 of the Wabash Lode, U.S. Mineral Survey No. 42; Thence N 18°06’46” E along Line 4-1 of said Wabash Lode a distance of 328.65 feet; Thence, N 68°28’58” W a distance of 85.12 feet; Thence, N 30°32’16” E a distance of 130.71 feet to a point on the Southerly Line of said Block 51; Thence S 62°03’00” E along said Southerly line a distance of 69.21 feet; Thence, S 78°52’00” E a distance of 41.23 feet to the Southwesterly corner of Lot 5, said Block 51; Thence, N 11°08’00” E a distance of 99.99 feet to the Point of Beginning.

Excepting therefrom any portion lying within the boundaries of the lands conveyed by Deeds recorded: January 4, 1999, in Book 659, Page 255; September 27, 2000, in Book 703, Page 177; and September 27, 2000, in Book 703, Page 180, And Except that portion conveyed to the City of Black Hawk by Deed recorded January 21, 2004, Reception ▇▇. ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇

Parcel B:

The Easterly half of Lot 2, and all of ▇▇▇▇ ▇ ▇▇▇ ▇, ▇▇▇▇▇ ▇▇, ▇▇▇▇ of Black Hawk, including any portion in conflict with the Wabash Lode Mining Claim, U.S. Survey No. 42,

Except that portion conveyed to City of Black Hawk by Boundary Agreement recorded January 8, 1996, in Book 592 at Page 421, and except any mine of Gold, Silver, Cinnabar or Copper or to any valid mining claim or possession held under existing laws, as shown in Patent to the City of Black Hawk, recorded in Book 56 at Page 555 and in Book 62 at Page 456,

And Excepting therefrom any portion lying within the boundaries of the lands conveyed by Deeds recorded: January 4, 1999, in Book 659, Page 255; September 27, 2000, in Book 703, Page 177; and September 27, 2000, in Book 703, Page 180,

And Except that portion conveyed to the City of Black Hawk by Deed recorded January 21, 2004, Reception ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ of Colorado.

[AMENDMENT TO AND CONFIRMATION OF DEED OF TRUST SIGNATURE PAGE]
[IOC CASINO — ▇▇▇▇▇▇ COUNTY, COLORADO]

EXHIBIT B

DESCRIPTION OF LEASEHOLD ESTATE

Parcel C:

A Leasehold Estate created by: Lease and Agreement - Spring 1995 (Lower Lots) recorded November 9, 1995, in Book 590, Page 86; Addendum to Lease and Agreement - Spring 1995 (Lower Lots) recorded April 12, 1996, in Book 597, Page 311; Assignment and Assumption of Leases recorded January 2, 2002, in Book 743, Page 15; Second Addendum to Lease and Agreement - Spring 1995 (Lower Lots) recorded April 23, 2003, Reception No. 116876; Assignment and Assumption of Lease recorded April 23, 2003, at Reception No. 116879; Third Addendum to Lease and Agreement - Spring 1995 (Lower Lots) recorded April 23, 2003, at Reception No. 116880; and Fourth Addendum to Lease and Agreement - Spring 1995 (Lower Lots) recorded January 16, 2004, Reception No. 120499, in and to:

▇▇▇ ▇, ▇▇▇▇▇ ▇, ▇▇▇▇ ▇▇ ▇▇▇▇▇ Hotel & Garage Expansion Final Plat,

Except any mine of Gold, Silver, Cinnabar or Copper or to any valid mining claim or possession held File under existing laws, as shown in Patent to the City of Black Hawk, recorded in Book 56 at Page 555 and in Book 62 at Page ▇▇▇, ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ of Colorado.

EXHIBIT B

TO FOURTH AMENDMENT TO CREDIT AGREEMENT

FORM OF AMENDMENT AND CONFIRMATION OF SHIP MORTGAGE

THIRD AMENDMENT TO FIRST PREFERRED SHIP MORTGAGE

ON THE WHOLE OF THE

TREBLE CLEF

(OFFICIAL NUMBER 1000320)

IOC DAVENPORT, INC.

▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇

▇▇▇▇▇▇▇▇▇, ▇▇▇▇  ▇▇▇▇▇

OWNER AND MORTGAGOR

▇▇▇▇▇ FARGO BANK, NATIONAL ASSOCIATION

in its capacity as Administrative Agent under that certain

Credit Agreement dated as of July 26, 2007, as amended

▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇

▇▇▇▇▇▇, ▇▇  ▇▇▇▇▇-▇▇▇▇

MAC C7300-033

Attn.:  Doc Team 4

MORTGAGEE

Dated:  as of April 19, 2013

Discharge Amount:  $300,000,000 Together

With Interest, Expenses, Costs,

Obligations under Hedge Agreements and

Performance of Mortgage Covenants

THIRD AMENDMENT TO FIRST PREFERRED SHIP MORTGAGE

THIS THIRD AMENDMENT TO FIRST PREFERRED SHIP MORTGAGE (this “Amendment”) is dated as of the 19th of April, 2013 (the “Effective Date”) by and between (i) IOC DAVENPORT, INC., an Iowa corporation, whose address is ▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇  ▇▇▇▇▇ (hereinafter called “Mortgagor”), and (ii) ▇▇▇▇▇ FARGO BANK, NATIONAL ASSOCIATION (“▇▇▇▇▇ Fargo”), in its capacity as Administrative Agent for and representative of (in such capacity, together with its successors and assigns, “Mortgagee”) the financial institutions who are party from time to time to the Credit Agreement (hereafter defined) (such financial institutions, together with their respective successors and assigns, are collectively referred to as the “Lenders”) and the Hedge Providers (as defined in the Mortgage (as hereinafter defined)), whose mailing address is ▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇  ▇▇▇▇▇.

RECITALS:

A.                                    Mortgagor is the sole owner (100%) of the whole of the TREBLE CLEF, Official Number 1000320 (the “Vessel”), a vessel documented in the name of Mortgagor under the laws and flag of the United States of America, as more fully described in the Amended Mortgage (as hereinafter defined).

B.                                    Mortgagor executed and delivered to Credit Suisse AG, Cayman Islands Branch (“Credit Suisse”) as administrative agent for and representative of the Lenders and the Hedge Providers (“Original Mortgagee”) that certain First Preferred Ship Mortgage dated as of July 26, 2007, filed on July 31, 2007 at 4:30 p.m. in the official records of the National Vessel Documentation Center of the United States Coast Guard in Falling Waters, West Virginia (the “NVDC”), at Batch No. 598867; Document ID 7549086 (the “Original Mortgage”), which Original Mortgage was amended by First Amendment to First Preferred Ship Mortgage dated as of February 17, 2010, filed on February 23, 2010 at 1:41 p.m. at the NVDC at Batch No. 731708, Document ID 11635532 (the “First Amendment”), which was further amended by the Second Amendment to First Preferred Ship Mortgage dated as of March 25, 2011, filed on March 25, 2011 at 1:35 p.m. at the NVDC at Batch No. 793135, Document ID 13345134 (the “Second Amendment”, together with the Original Mortgage and the First Amendment, the “Amended Mortgage”, and the Amended Mortgage, as amended by this Amendment, and as the same may be further amended, restated, supplemented or otherwise modified from time to time, the “Mortgage”), pursuant to which Mortgagor conveyed to Original Mortgagee all of Mortgagor’s estate, right, title and interest in and to the whole of the Vessel, to secure, among other things, payment and performance by Mortgagor of the Secured Obligations.

C.                                    Pursuant to that certain Credit Agreement dated as of July 26, 2007 (the “Original Credit Agreement”), by and among Isle of Capri Casinos, Inc., a Delaware corporation, as borrower (including its successors and assigns, the “Borrower”), the Lenders and Original Mortgagee, the Lenders agreed to make to or for the account of Borrower, from time to time and subject to the terms and conditions set forth therein, certain loans and issue certain letters of credit as more specifically set forth therein.  A copy of such Original Credit Agreement, without exhibits or schedules, was attached to the Original Mortgage.

D.                                    Pursuant to that certain Subsidiary Guaranty dated as of July 26, 2007 or a joinder or counterpart thereto (the “Original Subsidiary Guaranty”, as amended by the Second Amendment to Credit Agreement and the Fourth Amendment to Credit Agreement, each as hereinafter defined, and as it may be further amended, restated, supplemented or otherwise modified from time to time, the “Subsidiary Guaranty”), by Mortgagor and certain other subsidiaries of Borrower in favor of Original Mortgagee for the benefit of the Lenders and any Hedge Providers, the Subsidiary Guarantors guaranteed the prompt payment and performance when due of all of the obligations of Borrower under the Original Credit Agreement and the other “Loan Documents” (as such term was defined in the Original Credit Agreement) to which they were a party and the obligations of Borrower under the Hedge Agreements, including, without limitation, the obligation of Borrower to make payments thereunder in the event of early termination thereof.  A copy of the Original Subsidiary Guaranty is attached hereto as Exhibit “A” and incorporated herein by reference.

E.                                     Borrower and the Subsidiary Guarantors (including, without limitation, Mortgagor), together with Original Mortgagee and the Lenders, entered into that certain First Amendment to Credit Agreement, dated as of February 17, 2010 (the “First Amendment to Credit Agreement”), a copy of such First Amendment to Credit Agreement, without exhibits or schedules, was attached to the First Amendment.

F.                                      Immediately prior to the effectiveness of the Second Amendment to Credit Agreement (as hereinafter defined), pursuant to that certain Successor Agent Agreement, dated as of March 25, 2011, among Credit Suisse, ▇▇▇▇▇ Fargo, Borrower and Requisite Lenders, Credit Suisse resigned as the “Administrative Agent” under the Credit Agreement and the other Loan Documents, and ▇▇▇▇▇ Fargo was appointed by Requisite Lenders as the “Administrative Agent” under the Credit Agreement and the other Loan Documents, including the Subsidiary Guaranty.  In connection with such resignation by Credit Suisse as the “Administrative Agent” under the Credit Agreement and other Loan Documents, and such appointment by Requisite Lenders of ▇▇▇▇▇ Fargo as the “Administrative Agent” under the Credit Agreement and other Loan Documents, Original Mortgagee executed in favor of Mortgagee that certain Assignment of First Preferred Ship Mortgage, dated as of March 25, 2011 and filed on March 25, 2011 at 1:35 p.m. at the NVDC at Batch No. 793135, Document ID 13345123.

G.                                    Borrower and the Subsidiary Guarantors (including, without limitation, Mortgagor), together with Mortgagee and the Lenders entered into that certain Second Amendment to Credit Agreement and Amendments to Loan Documents, dated as of March 25, 2011 (the “Second Amendment to Credit Agreement”), a copy of such Second Amendment to Credit Agreement, without exhibits or schedules, was attached to the Second Amendment.

H.                                   Borrower and the Subsidiary Guarantors (including, without limitation, Mortgagor), together with Mortgagee and the Lenders entered into that certain Third Amendment to Credit Agreement, dated as of November 21, 2012 (the “Third Amendment to Credit Agreement”, and together with the Original Credit Agreement, the First Amendment to Credit Agreement and the Second Amendment to Credit Agreement, the “Amended Credit Agreement”).

2

I.                                        Borrower and the Subsidiary Guarantors (including, without limitation, Mortgagor), together with Mortgagee and certain Lenders entered into that certain Fourth Amendment to Credit Agreement and Amendments to Loan Documents, dated as of April 19, 2013 (the “Fourth Amendment to Credit Agreement”); the Amended Credit Agreement, as amended by the Fourth Amendment to Credit Agreement, and as may be further amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), being attached hereto, without attachments, exhibits or schedules (except for Attachment 1 to the Fourth Amendment to Credit Agreement (Redlined Credit Agreement), Attachment 2 to the Fourth Amendment to Credit Agreement (Redlined Subsidiary Guaranty) and Exhibits IV, V and VI thereto (Forms of Term Note, Revolving Note and Swing Line Note, respectively)), as Exhibit “B” and incorporated herein by reference.

J.                                        The Fourth Amendment to Credit Agreement, among other things, decreases the maximum amount that may be outstanding at any one time, extends the maturity date of the Loans, changes the interest rate applicable to the Loans and amends various definitions and financial covenants under the Credit Agreement.

K.                                   The Secured Obligations (including, without limitation, as amended by the Fourth Amendment to Credit Agreement) are to be secured by, among other things, all of Mortgagor’s estate, right, title and interest in and to the Vessel.

L.                                     Mortgagor is entering into this Amendment in order to induce the Lenders, and other parties thereto, to enter into the Fourth Amendment to Credit Agreement, and will receive substantial benefit from the execution, delivery and performance of the obligations thereof.

M.                                 By the execution and recording of this Amendment, Mortgagor and Mortgagee desire to give notice (i)  of the execution and delivery of the Fourth Amendment to Credit Agreement (which among other things effectuates the modifications as set forth in Recital J above) and (ii) to confirm that the Mortgage remains in full force and effect, except as expressly modified by this Amendment.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and pursuant to the Recitals, Mortgagor, and Mortgagee hereby agree and give notice as follows:

Section 1.                                           Amendment.  The Amended Mortgage is hereby amended as follows:

(a)                                 Defined Terms.

(i)                                     Each capitalized term used but not otherwise defined or redefined herein (including, without limitation, by reference to another document) shall have the meaning assigned to such term in the Amended Mortgage, the Fourth Amendment to Credit Agreement or in the Credit Agreement.  In addition to and notwithstanding the foregoing, for purposes of clarification, all capitalized terms used

3

in the Amended Mortgage which are defined in the Mortgage by reference to the meaning of such terms ascribed in the “Credit Agreement” shall mean reference to the “Credit Agreement” as defined in Section 1(a)(ii) of this Amendment.

(ii)                                  Whenever referred to in the Amended Mortgage, the definitions of the following terms shall be amended to have the meaning ascribed to such term below:

“Amended Credit Agreement” shall have the meaning ascribed to such term in Recital H to the Third Amendment.

“Amended Mortgage” shall have the meaning ascribed to such term in Recital B to the Third Amendment.

“Credit Agreement” shall have the meaning ascribed to such term in Recital I to the Third Amendment; which term shall also include and refer to any refinancing or replacement of the Credit Agreement (whether under a bank facility, securities offering, or otherwise) or one or more successor or replacement facilities whether or not with a different group of agents or lenders (whether under a bank facility, securities offering or otherwise) and whether or not with different obligors (upon Mortgagor’s acknowledgment of the termination of the predecessor Credit Agreement).

“First Amendment” shall have the meaning ascribed to such term in Recital B to the Third Amendment.

“Fourth Amendment to Credit Agreement” shall have the meaning ascribed to such term in Recital I to the Third Amendment.

“Mortgage” shall have the meaning ascribed to such term in Recital B to the Third Amendment.

“Mortgagee” means ▇▇▇▇▇ Fargo Bank, National Association, as successor administrative agent for and representative of the financial institutions who are a party from time to time to the Credit Agreement and the Hedge Providers (as defined in the Mortgage).

“Original Mortgagee” means Credit Suisse AG, Cayman Islands Branch (formerly known as “Credit Suisse, Cayman Islands Branch”), as administrative agent for and representative of the financial institutions who are a party from time to time to the Amended Credit Agreement and the Hedge Providers (as defined in the Mortgage).

“Second Amendment” shall have the meaning ascribed to such term in Recital B to the Third Amendment.

4

“Third Amendment” means the Third Amendment to First Preferred Ship Mortgage between Mortgagor and Mortgagee dated as of April 19, 2013.

(b)                                 Recitals.  The “RECITALS” set forth in this Amendment constitute supplements and amendments to the “WHEREAS” provisions set forth in the Amended Mortgage and shall control in the event of conflict with said “WHEREAS” provisions therein.

(c)                                  Concerning the Amended Mortgage.  Section 2 of Article IV of the Original Mortgage, Section 3(c) of the First Amendment and Section 3(c) of the Second Amendment are hereby amended by changing the amounts stated therein from “Eight Hundred Million Dollars ($800,000,000)” to “Three Hundred Million Dollars ($300,000,000)”.

Section 2.                                           Confirmation, Restatement, Further Granting and Ratification.  Mortgagor, to induce Mortgagee, and the other parties thereto, to consummate the transactions contemplated by the Fourth Amendment to Credit Agreement, and to secure the payment of the Secured Obligations, hereby confirms, ratifies, agrees, restates and reaffirms (i) the grant, bargain and conveyance of the Vessel to Mortgagee in accordance with the terms of the Mortgage, (ii) the assurance that the Amended Mortgage, as amended by this Amendment, secures the Secured Obligations (including, without limitation, as amended by the Fourth Amendment to Credit Agreement), and (iii) the representations, warranties, covenants and agreements of Mortgagor set forth in Article I of the Original Mortgage as if the same were made as of the Effective Date.  Nothing contained in this Amendment shall be construed as (a) a novation of the Secured Obligations or (b) a release or waiver of all or any portion of the grant or conveyance to Mortgagee of the Vessel; provided, however, that if it is deemed that the Secured Obligations have been novated, then the Mortgage shall secure the Secured Obligations, as novated.  As modified by this Amendment, the Amended Mortgage shall continue in full force and effect and shall continue to be a valid and subsisting lien against the Vessel.  This Amendment relates only to the specific matters covered herein and shall not constitute a consent to or waiver or modification of any other provision, term or condition of the Amended Mortgage.  Nothing in this Amendment is intended to waive any rights or remedies of Mortgagee under the Mortgage, or any defaults of Mortgagor under the Mortgage.  As acknowledged by its signature below, Mortgagee agrees to the terms, covenants, provisions and agreements of this Amendment.

Section 3.                                           Miscellaneous.

(a)                                 Incorporation into Agreement.  The “RECITALS” of this Amendment are incorporated in and are made a part of this Amendment.

5

(b)                                 Effect of Agreement.

(i)                                     If it is determined that any person or entity except Mortgagee has a lien, encumbrance, or claim of any type with priority over any term of this Amendment, the original terms of the Amended Mortgage shall be severable from this Amendment and shall be separately enforceable from the terms thereof (as modified hereby) in accordance with their original terms, and Mortgagee shall maintain all legal or equitable priorities that existed before the Effective Date.  Any legal or equitable priorities of Mortgagee over any party that existed before the Effective Date shall remain in effect after the Effective Date.

(ii)                                  This Amendment shall be filed at the United States Coast Guard, National Documentation Center, in Falling Waters, West Virginia.  This Amendment shall be a part of the Amended Mortgage as fully as if the same were incorporated therein, and the Amended Mortgage, as so amended, is in all respects continued and shall continue in full force and effect and shall secure the observance and performance of each of the covenants, conditions, stipulations, promises and agreements set forth herein and therein on the part of Mortgagor to be observed and performed.

(c)                                  Compliance with Law.  In order to comply with the requirements of Chapter 313 of Title 46 of the United States Code, the parties to this Amendment hereby declare as follows:  (i) the total amount of the obligations that is or may be secured by the Mortgage is $300,000,000, the maximum amount that may be outstanding at any one time; plus interest, expenses and costs as provided in the Mortgage, in Mortgagor’s Subsidiary Guaranty and in the other Collateral Documents, all obligations under Hedge Agreements, and the performance of the Mortgage covenants; (ii) the addresses of Mortgagor and Mortgagee are as shown in the preamble to this Amendment; and (iii) the interest of Mortgagor in the Vessel is the entire 100% interest and the interest mortgaged by the Mortgage is Mortgagor’s entire 100% interest in the Vessel.

(d)                                 Governing Law.  THIS AMENDMENT SHALL BE CONSTRUED, INTERPRETED AND GOVERNED IN ACCORDANCE WITH ARTICLE IV(13) OF THE MORTGAGE.

(e)                                  Counterparts.  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.

[Remainder of this page intentionally left blank]

6

IN WITNESS WHEREOF, this Amendment has been duly executed by each of Mortgagor and Mortgagee as of the day and year set forth below, to be effective as of the Effective Date.

(THIRD AMENDMENT TO SHIP MORTGAGE SIGNATURE PAGE)

ACKNOWLEDGEMENT

STATE OF

COUNTY OF

BE IT KNOWN, that on                    , 2013, personally appeared before me, Notary Public, duly commissioned and qualified and the undersigned authority for the said state and county, and within my jurisdiction,                                                                                              (“Appearer”), who, being duly sworn, did depose, acknowledge and say:

That Appearer is                                                  of IOC ▇▇▇▇▇▇▇▇▇, INC., the corporation described in and which executed the foregoing Third Amendment to First Preferred Ship Mortgage; that by order and authority of the Board of Directors of said corporation Appearer signed his/her name thereto and acknowledged to me that he/she executed said Third Amendment to First Preferred Ship Mortgage as such officer of said corporation; and that the same is the free and voluntary act and deed of said corporation, and of himself/herself as such officer thereof, for the uses and purposes therein expressed, after first having been duly authorized by said corporation so to do.

IN WITNESS WHEREOF, Appearer has signed this Acknowledgement in the presence of the two undersigned witnesses and me, Notary, on the day and in the month and year first above written.

[Signature page continues on the following page.]

(THIRD AMENDMENT TO SHIP MORTGAGE SIGNATURE PAGE)

EXHIBIT “A”

ORIGINAL SUBSIDIARY GUARANTY

EXHIBIT “B”

SECOND AMENDMENT TO CREDIT AGREEMENT

(together with Attachment 3 to the Second Amendment to Credit Agreement (Form of Amended and Restated Credit Agreement) and Exhibits IV, V and VI thereto (Forms of Term Note, Revolving Note and Swing Line Note, respectively))

Attachment 1

REDLINED CREDIT AGREEMENT

[See attached]

16

Attachment 21

$800,000,000300,000,000

AMENDED AND RESTATED

CREDIT AGREEMENT

DATED AS OF MARCH 25, 2011

AMONG

ISLE OF CAPRI CASINOS, INC.,
as Borrower,

THE LENDERS LISTED HEREIN,
as Lenders,

▇▇▇▇▇ FARGO BANK, NATIONAL ASSOCIATION,
as Administrative Agent, Issuing Bank and Swing Line Lender,

and

▇▇▇▇▇ FARGO SECURITIES, LLC,

CREDIT SUISSE SECURITIES (USA) LLC

and

DEUTSCHE BANK SECURITIES INC.
as Joint Lead Arrangers and Joint Bookrunners,

and

CREDIT SUISSE SECURITIES (USA) LLC,

and

DEUTSCHE BANK SECURITIES INC.
as Syndication Agents

and

COMMERZBANK AG, NEW YORK AND GRAND CAYMAN BRANCHES

and

U.S. BANK, NATIONAL ASSOCIATION,
as Co-Documentation Agentsas Documentation Agent

TABLE OF CONTENTS

i

TABLE OF CONTENTS

(continued)

ii

TABLE OF CONTENTS

(continued)

iii

TABLE OF CONTENTS

(continued)

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”), ▇▇▇▇▇ FARGO BANK, NATIONAL ASSOCIATION (“▇▇▇▇▇ Fargo”), as swing line lender (in such capacity, the “Swing Line Lender”), ▇▇▇▇▇ 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 ▇▇▇▇▇ FARGO SECURITIES, LLC, CREDIT SUISSE SECURITIES (USA) LLC and DEUTSCHE BANK SECURITIES INC., as joint lead arrangers (in such capacity, the “Joint Lead Arrangers”) and as joint bookrunners (in such capacity, the “Joint Bookrunners”). CREDIT SUISSE SECURITIES (USA) LLC and DEUTSCHE BANK SECURITIES INC. have been given the title of syndication agents in connection with this Agreement. COMMERZBANK AG, NEW YORK AND GRAND CAYMAN BRANCHES, and U.S. BANK, NATIONAL ASSOCIATION havehas been given the title of co-documentation agentsdocumentation agent in connection with this Agreement.

R E C I T A L S

WHEREAS, Borrower is party to that certain Credit Agreement, dated as of July 26, 2007, by and among Borrower, the lenders party thereto and the agents party thereto, as amended by the First Amendment to Credit Agreement, dated as of February 17, 2010, as amended by the Second Amendment to Credit Agreement and Amendment to Loan Documents, dated as of March 25, 2011, as amended by the Third Amendment to Credit Agreement, dated as of November 21, 2012, by and among Borrower and, the other partiesLoan Parties party thereto, the lenders party thereto and the agents party thereto, and as further amended, restated, supplemented or modified immediately prior to the RestatementFourth Amendment Effective Date (as defined below) (the “Existing Credit Agreement”); and

WHEREAS, Borrower and the other parties to the SecondFourth Amendment (as defined below) wish to amend and restate the Existing Credit Agreement as set forth herein in accordance with the terms and conditions of the SecondFourth Amendment.; and

NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants herein contained, effective upon the RestatementFourth Amendment Effective Date, Borrower, Lenders and Administrative Agent amend and restate the Existing Credit Agreement as follows::to incorporate the changes thereto reflected herein.

Section 1.                                          DEFINITIONS

1.1.                            Certain Defined Terms.

The following terms used in this Agreement shall have the following meanings:

“Act” has the meaning assigned to that term in subsection 10.23.

“Additional Mortgage” means any Mortgage delivered with respect to an Additional Mortgaged Property.

“Additional Mortgaged Property” has the meaning assigned to that term in subsection 6.9B.

“Adjusted LIBOR” means, for any Interest Rate Determination Date with respect to an Interest Period for a LIBOR Loan, the rate per annum obtained by dividing (x) the rate of interest equal to (a) the rate per annum determined on the basis of the rate for deposits in Dollars for a period equal to such Interest Period commencing on the first day of such Interest Period by reference to the British Bankers’ Association London Interbank Offered Rate for deposits in Dollars (as set forth by the Bloomberg Information Service or any successor thereto or any other service selected by Administrative Agent which has been admitted by the British Bankers’ Association as an authorized information vendor for the purpose of displaying such rates) at or about 11:00 A.M., London time, two Business Days prior to the commencement of such Interest Period, or (b) if such a rate is not ascertainable pursuant to clause (a) above, the interest rate per annum determined by Administrative Agent to be the average of the rates per annum at which Dollar deposits in immediately available funds are offered to ▇▇▇▇▇ Fargo in the interbank LIBOR market in London, England at or about 11:00 A.M., London time, two Business Days prior to the beginning of such Interest Period for delivery on the first day of such Interest Period, and for a period approximately equal to such Interest Period, by (y) a percentage equal to 100% minus the stated maximum rate (expressed as a percentage) of all reserve requirements (including any marginal, emergency, supplemental, special or other reserves) applicable on such Interest Rate Determination Date to any member bank of the Federal Reserve System in respect of “Eurocurrency liabilities” as defined in Regulation D (or any successor category of liabilities under Regulation D); provided that, for any Term Loan, the amount computed under clause (a) above shall not be less than 1.25% per annum.

“Administrative Agent” has the meaning assigned to that term in the introduction to this Agreement and also means any successor Administrative Agent appointed pursuant to subsection 9.5A and, to the extent applicable to the Administrative Agent prior to March 25, 2011, Credit Suisse AG, Cayman Islands Branch, as predecessor in interest to ▇▇▇▇▇ Fargo.

“Administrative Agent’s Office” means (i) the office of Administrative Agent located at ▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, or (ii) such other office of Administrative Agent as may from time to time hereafter be designated as such in a written notice delivered by Administrative Agent to Borrower and each Lender.

2

“Affected Lender” has the meaning assigned to that term in subsection 2.6C.

“Affected Loans” has the meaning assigned to that term in subsection 2.6C.

“Affiliate”, as applied to any Person, means any other Person directly or indirectly controlling, controlled by, or under common control with, that Person.  For the purposes of this definition, “control” (including, with correlative meanings, the terms “controlling”, “controlled by” and “under common control with”), as applied to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of that Person, whether through the ownership of voting securities or by contract or otherwise.

“Agreement” means this Amended and Restatedthe Credit Agreement, dated as of July 26, 2007, as amended by the First Amendment to Credit Agreement, dated as of February 17, 2010, as amended by the Second Amendment to Credit Agreement and Amendment to Loan Documents, dated as of March 25, 2011., as amended by the Third Amendment to Credit Agreement, dated as of November 21, 2012, as amended by the Fourth Amendment to Credit Agreement and Amendment to Loan Documents, dated as of April 19, 2013, by and among Borrower, the other Loan Parties party thereto, the lenders party thereto and the agents party thereto.

“Applicable Base Rate Margin” means, as at any date of determination, (i) with respect to any Term Loan that is a Base Rate Loan, 2.50%a rate per annum set forth in the Instrument of Joinder applicable to such Series of Term Loans and (ii) with respect to any Revolving Loan that is a Base Rate Loan, a percentage per annum as set forth below opposite the applicable Consolidated Total Leverage Ratio:

3

provided, that until the first Margin Reset Date after the RestatementFourth Amendment Effective Date, the Consolidated Total Leverage Ratio shall be deemed to be equal to 6.25:1.00 for purposes of calculating the Applicable Base Rate Margin shall equal 1.75% per annum.

“Applicable LIBOR Margin” means, as at any date of determination, (i) with respect to any Term Loan that is a LIBOR Loan, 3.50%a rate per annum set forth in the Instrument of Joinder applicable to such Series of Term Loans and (ii) with respect to any Revolving Loan that is a LIBOR Loan, a percentage per annum as set forth below opposite the applicable Consolidated Total Leverage Ratio:

Provided, that until the first Margin Reset Date after the RestatementFourth Amendment Effective Date, the Consolidated Total Leverage Ratio shall be deemed to be equal to 6.25:1.00 for purposes of calculating the Applicable LIBOR Margin shall equal 2.75% per annum.

“Applicable Margin” means, as the context may require, either the Applicable Base Rate Margin or the Applicable LIBOR Margin, or both.

“Approved Fund” means any fund that invests (in whole or in part) in commercial loans or any other fund that is managed or advised by a Lender, the same investment advisor as such Lender or by an Affiliate of such Lender or investment advisor.

“Asset Sale” means the sale (in any single transaction or related series of transactions) by Borrower or any of its Restricted Subsidiaries to any Person other than Borrower or any of its Restricted Subsidiaries of (i) any of the Capital Stock of any of Borrower’s Subsidiaries, (ii) substantially all of the assets of any division or line of business of Borrower or any of its Subsidiaries, or (iii) any other assets (whether tangible or intangible) of Borrower or

4

any of its Subsidiaries (other than (a) gaming equipment sold in the ordinary course of business to the extent the proceeds of such sale are promptly reinvested in other gaming equipment, and (b) any such other assets to the extent that the aggregate value of such assets sold in any single transaction or related series of transactions is equal to $4,000,000 or less, with the aggregate value of all assets sold pursuant to this clause (b) not to exceed $10,000,000 in any Fiscal Year).

“Assignment Agreement” means an Assignment Agreement in substantially the form of Exhibit IX annexed hereto or any other form approved by Administrative Agent.  To the extent approved by Administrative Agent, an Assignment Agreement may be electronically executed and delivered to Administrative Agent via an electronic settlement system then acceptable to Administrative Agent.

“Bankruptcy Code” means Title 11 of the United States Code entitled “Bankruptcy”.

“Base Rate” means, at any time, the highest of (x) the Reference Rate, (y) the rate which is 0.50% in excess of the Federal Funds Effective Rate and (z) the Adjusted LIBOR for a one-month Interest Period on such date (or if such date is not a Business Day, the immediately preceding Business Day) plus 1.0% (provided that, for the avoidance of doubt, in the case of clause (z) above, the Adjusted LIBOR for any day shall be based on the rate determined on such day at approximately 11 a.m. (London time) by reference to the British Bankers’ Association London Interbank Offered Rate for deposits in Dollars (as set forth by any service selected by the Administrative Agent that has been nominated by the British Bankers’ Association as an authorized vendor for the purpose of displaying such rates)).

“Base Rate Loans” means Loans bearing interest at rates determined by reference to the Base Rate as provided in subsection 2.2A.

“Bettendorf Gaming Facilities” means the Gaming Facilities owned, leased, operated or used by Borrower and its Restricted Subsidiaries in Bettendorf, Iowa, including the vessel Bettendorf Capri having Official No. 1030831.

“Biloxi Additional Real Property” means those certain Real Property Assets of approximately 3 acres in the aggregate owned in fee by Riverboat Corporation of Mississippi, a Mississippi corporation, located north of U.S. 90 in Biloxi, Mississippi.  Borrower may at any time at its option elect to exclude all or a portion of the Real Property Assets described above from this definition by delivering to Administrative Agent a written notice describing in reasonable detail the Real Property Assets to be so excluded, in which case, so long as the Real Property Assets requested to be so excluded shall immediately thereafter be directly owned by Borrower or a Restricted Subsidiary, this definition shall be deemed automatically amended to permanently exclude such identified Real Property Assets.

“Biloxi Gaming Facilities” means the Gaming Facilities owned, leased, operated or used by Borrower and its Restricted Subsidiaries in Biloxi, Mississippi.

“Biloxi Leasehold Property” means the approximately 8 acres of Leasehold Property leased from the City of Biloxi and the Biloxi Port Commission in ▇▇▇▇▇▇▇▇

5

County, Mississippi, and used in connection with the Isle of Capri Casino and Hotel located at the Biloxi Gaming Facilities.

“Black Hawk Gaming Facilities” means the Gaming Facilities owned, leased, operated or used by Borrower and its Restricted Subsidiaries as Isle - Black Hawk and Lady Luck — Black Hawk, each in Black Hawk, Colorado.

“Boonville Gaming Facilities” means the Gaming Facilities owned, leased, operated or used by Borrower and its Restricted Subsidiaries in Boonville, Missouri, including the vessel Isle of Boonville having Official No. 1121372.

“Borrower” has the meaning assigned such term in the introduction to this Agreement.

“Business Day” means (i) any day excluding Saturday, Sunday and any day which is a legal holiday under the laws of the State of New York or is a day on which banking institutions located in such state are authorized or required by law or other governmental action to close, and (ii) with respect to all notices, determinations, fundings and payments in connection with the Adjusted LIBOR or any LIBOR Loan or any Base Rate Loan bearing interest at the rate described in clause (z) of the definition of Base Rate, any day that (a) is a Business Day described in clause (i) above, and (b) is a day for trading by and between banks in Dollar deposits in the London Interbank Market.

“Cape Girardeau Gaming Facilities” means the Gaming Facilities owned, leased, operated or used by Borrower and its Restricted Subsidiaries in Cape Girardeau, Missouri.

“Capital Lease”, as applied to any Person, means any lease of any property (whether real, personal or mixed) by that Person as lessee that, in conformity with GAAP, is accounted for as a capital lease on the balance sheet of that Person.

“Capital Stock” means (i) in the case of a corporation, capital stock, (ii) in the case of an association or business entity, any shares, interests, participations, rights or other equivalents (however designated) of capital stock, (iii) in the case of a partnership, partnership interests (whether general or limited), (iv) in the case of a limited liability company, membership interests, and (v) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person.

“Caruthersville Gaming Facilities” means the Gaming Facilities owned, leased, operated or used by Borrower and its Restricted Subsidiaries in Caruthersville, Missouri, including the vessel City of Caruthersville having Official No. 929687.

“Cash” means a credit balance in a Deposit Account, money, or currency.

“Cash Equivalents” means, as at any date of determination, (i) marketable Securities (a) issued or directly and unconditionally guaranteed as to interest and principal by the United States Government or (b) issued by any agency of the United States the obligations of which are backed by the full faith and credit of the United States, in each case maturing within one year after such date; (ii) marketable direct obligations issued by any state of the United

6

States of America or any political subdivision of any such state or any public instrumentality thereof, in each case maturing within one year after such date and having, at the time of the acquisition thereof, the highest rating obtainable from either S&P or ▇▇▇▇▇’▇; (iii) commercial paper maturing no more than one year from the date of creation thereof and having, at the time of the acquisition thereof, a rating of at least A-1 fromone of the two highest ratings obtainable from ▇▇▇▇▇’▇ or S&P or at least P-1 from ▇▇▇▇▇’▇; (iv) certificates of deposit or bankers’ acceptances maturing within one year after such date and issued or accepted by any Lender or by any commercial bank organized under the laws of the United States of America or any state thereof or the District of Columbia that (a) is at least “adequately capitalized” (as defined in the regulations of its primary federal banking regulator) and (b) has Tier 1 capital (as defined in such regulations) of not less than $100,000,000; and (v) shares of any money market mutual fund that (a) has at least 9590% of its assets invested continuously in the types of investments referred to in clauses (i) and (iiiv) above, (b) has net assets of not less than $500,000,000, and (c) has the highest rating obtainable from either S&P or ▇▇▇▇▇’▇.

“Certificate re Non-Domestic Bank Status” means a certificate substantially in the form of Exhibit XVII annexed hereto delivered by a Lender to Administrative Agent pursuant to subsection 2.7B(iv).

“Change of Control” means:

(i)                                     any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act) (other than the Permitted Equity Holders) is or becomes the “beneficial owner” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act), directly or indirectly, of securities representing 4045% or more of the combined voting power of the Borrower’s outstanding Voting Stock, but excluding in each case from the percentage of voting power held by any group, the voting power of shares owned by the Permitted Equity Holders who are deemed to be members of the group provided that (A) such Permitted Equity Holders beneficially own a majority of the voting power of the Voting Stock held by such group and (B) at such time the Permitted Equity Holders together shall fail to beneficially own, directly or indirectly, securities representing at least the same percentage of voting power of such Voting Stock as the percentage beneficially owned by such person or group;

(ii)                                  any sale, transfer or other conveyance, whether direct or indirect, of a majority of the fair market value of the assets of Borrower, on a consolidated basis, in one transaction or a series of related transactions, if, immediately after giving effect to such transaction, any “person” or “group” (as such terms are used for purposes of Sections 13(d) and 14(d) of the Exchange Act, whether or not applicable) (other than the Permitted Equity Holders (including any Permitted Equity Holders who are part of a “group” where such Permitted Equity Holders beneficially own a majority of the voting power of the Voting Stock held by such “group”)) is or becomes the “beneficial owner” (as such term is used in Rules 13d-3 and 13d-5 promulgated pursuant to the Exchange Act), directly or indirectly, of more than 35% of the equity Securities of the transferee;

(iii)                               during any period of 24 consecutive months after the date hereofFourth Amendment Effective Date, individuals who at the beginning of any such 24-month

7

period constituted the Governing Body of Borrower (together with any new directors whose election by such Governing Body or whose nomination for election by the shareholders of Borrower, was approved by a vote of a majority of the directors then still in office who were either directors at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the Governing Body of Borrower then in office; or

(iv)                              the occurrence of a “Change of Control” under any of the 78.875% Subordinated Note Indenture, the 7.75% Unsecured Note Indenture, the 5.875% Unsecured Note Indenture or any other agreement pursuant to which Indebtedness in excess of $30,000,000 is incurred, in each case, as the same may be amended from time to time and any permitted refinancing thereof.

“Closing Date” means July 26, 2007.

“Code” means the United States Internal Revenue Code of 1986, as amended from time to time, unless otherwise indicated.

“Collateral” means, collectively, all of the real, personal and mixed property (including Capital Stock) in which Liens are purported to be granted pursuant to the Collateral Documents as security for the Obligations; provided, however, that “Collateral” shall not include any Excluded Collateral (as defined in the Security Agreement), the Pompano Beach Real Property, the BiloxiVicksburg Additional Real Property, and the Real Estate Options, and Capital Stock of the Specified Unrestricted Subsidiaries.

“Collateral Documents” means the Security Agreement, the Mortgages, the Ship Mortgages, the Securities Account Control Agreements, the Deposit Account Control Agreements and all other instruments or documents delivered by any Loan Party pursuant to this Agreement or any of the other Loan Documents in order to grant to Administrative Agent, on behalf of Lenders, a Lien on any real, personal or mixed property of that Loan Party as security for the Obligations or otherwise perfect or protect the same.

“Commitment Fee Percentage” means, as at any date of determination, a percentage per annum as set forth below opposite the applicable Consolidated Total Leverage Ratio:

8

provided, that until the first Margin Reset Date after the RestatementFourth Amendment Effective Date, the Commitment Fee Percentage shall be 0.6250.50% per annum.

“Commitments” means the commitments of Lenders to make Loans as set forth in subsection 2.1A.  The Commitments as of the RestatementFourth Amendment Effective Date are set forth on Schedule 1.1(cb).

“Commodity Exchange Act” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any successor statute.

“Compliance Certificate” means a certificate substantially in the form of Exhibit VII annexed hereto delivered to Administrative Agent and Lenders by Borrower pursuant to subsection 6.1(iv).

“Confidential Information Memorandum” means that certain Confidential Information Memorandum relating to Borrower dated March 20112013.

“Conforming Leasehold Interest” means any Recorded Leasehold Interest as to which the lessor has agreed in writing for the benefit of Administrative Agent (which writing has been delivered to Administrative Agent), whether under the terms of the applicable lease, under the terms of a Landlord Consent and Estoppel, or otherwise, to the matters described in the definition of “Landlord Consent and Estoppel,” which interest, if a subleasehold or sub-subleasehold interest, is not subject to any contrary restrictions contained in a superior lease or sublease.

“Consolidated Capital Expenditures” means, for any period, the aggregate of all expenditures (whether paid in cash or other consideration or accrued as a liability and including that portion of Capital Leases which is capitalized on the consolidated balance sheet of Borrower and its Restricted Subsidiaries) by Borrower and its Restricted Subsidiaries during that period that, in conformity with GAAP, are included in “additions to property, plant or equipment” or comparable items reflected in the consolidated statement of cash flows of Borrower and its Restricted Subsidiaries.  Notwithstanding the foregoing, any Consolidated Capital Expenditures made by Borrower or any of its Restricted Subsidiaries with respect to the Biloxi Additional Real Property or the Pompano Beach Additional Real Property shall not be deemed Consolidated Capital Expenditures but rather Investments in accordance with the definition thereof (provided that in the event any Real Property Assets no longer constitute Biloxi Additional Real Property or Pompano Beach Additional Real Property in accordance with the definitions thereof, any such Consolidated Capital Expenditures with respect to such removed

9

Real Property Assets shall no longer constitute Investments and shall constitute Consolidated Capital Expenditures).

“Consolidated Cash Interest Expense” means, for any period, without duplication, Consolidated Interest Expense plus all capitalized interest expense for such period, excluding, however, (i) any interest expense not payable in Cash and (ii) amortization of discount and amortization of debt issuance costs.

“Consolidated EBITDA” means, for any period, (a) the sum, without duplication, of the amounts for such period of Consolidated Net Income, plus the following items (i) through (x) to the extent deducted in determining such Consolidated Net Income for such period, (i) Consolidated Interest Expense, (ii) provisions for Taxes based on income, (iii) total depreciation expense, (iv) total amortization expense, (v) pre-opening expense, (vi) any extraordinary expenses or losses, (vii) other non-recurring non-cash items (including, to the extent deducted in determining Consolidated Net Income, non-cash charges related to ineffective portions of Hedging Agreements), (viii) the non-cash expense associated with the granting of stock based compensation, (ix) the Transaction Costs, and (x) any prepayment premiums associated with (I) the repayment of the 78.875% Subordinated Notes (, the 7.75% Unsecured Notes or the 5.875% Unsecured Notes (to the extent of any prepayments permitted hereunder but except to the extent such premiums are attributable to an increase in the amount thereof resulting from an amendmentany amendments of the 8.875% Subordinated Note Indenture, the 7.75% Unsecured Note Indenture or the 5.875% Unsecured Note Indenture after the Fourth Amendment Effective Date), (II) repayment of the 7% Subordinated Note Indenture after February 22, 2011)Notes (as defined in the Existing Credit Agreement) or (III) the repayment of the Term Loans issued in accordance with Section 2.1A(i) of the Existing Credit Agreement, minus (b) to the extent added in determining such Consolidated Net Income for such period, the sum of the following for such period (without duplication): (x) the aggregate amount of extraordinary or nonrecurring income or gains and (y) non-cash income or gains, all of the foregoing as determined on a consolidated basis for Borrower and its Restricted Subsidiaries in conformity with GAAP; provided, that for purposes of calculating Consolidated EBITDA for Borrower and its Restricted Subsidiaries for any period in determining the Consolidated Total Leverage Ratio and Consolidated Senior Secured Leverage Ratio (x) the Consolidated EBITDA of any Person or line of business acquired by Borrower or any of its Restricted Subsidiaries pursuant to a Permitted Acquisition during such period shall be included on a pro forma basis for such period (assuming the consummation of such acquisition and the incurrence or assumption of any Indebtedness in connection therewith occurred as of the first day of such period), (y) the Consolidated EBITDA of any Person or line of business sold or otherwise disposed of by Borrower or any of its Restricted Subsidiaries during such period shall be excluded for such period (assuming the consummation of such sale or other disposition and the repayment of any Indebtedness in connection therewith occurred as of the first day of such period) and (z) for any Restricted Subsidiary which is a new Restricted Subsidiary without any historical operations (such as a “greenfield” project), until the date which is four full consecutive Fiscal Quarters after the first date such Restricted Subsidiary began its operations (which for any Gaming Facility shall mean the date it was first open to the public) (the “Initial Operation Date”), the Consolidated EBITDA of such Restricted Subsidiary for each relevant period shall be calculated as follows: (A) if the relevant date of calculation is less than two full calendar monthsfiscal accounting periods (each period consisting of either 4 or 5 weeks) after such

10

Restricted Subsidiary’s Initial Operation Date, the Consolidated EBITDA of such Restricted Subsidiary shall be deemed to be such Restricted Subsidiary’s actual Consolidated EBITDA for the period beginning on such Initial Operation Date and ending on such date of calculation; and (B) if the relevant date of calculation is no less than two full calendar monthsfiscal accounting periods (each period consisting of either 4 or 5 weeks) after such Restricted Subsidiary’s Initial Operation Date, the Consolidated EBITDA of such Restricted Subsidiary shall be deemed to be equal to the product of (1) such Restricted Subsidiary’s Consolidated EBITDA for the period beginning on such Initial Operation Date and ending on such date of calculation multiplied by (2) a fraction, the numerator of which is the number of days in the Fiscal Year that includes such date of calculation and the denominator of which is the number of days in such period; provided that (I) for the avoidance of doubt, the provisions of this clause (z) shall not apply from and after the date which is four full consecutive Fiscal Quarters after such Restricted Subsidiary’s Initial Operation Date and (II) the provisions of this clause (z) shall not apply to any calculation for a period shorter than four full consecutive Fiscal Quarters.

“Consolidated Interest Expense” means, for any period, total interest expense (including that portion attributable to Capital Leases in accordance with GAAP) of Borrower and its Restricted Subsidiaries on a consolidated basis with respect to all outstanding Indebtedness of Borrower and its Restricted Subsidiaries, including all commissions, discounts and other fees and charges owed with respect to letters of credit and bankers’ acceptance financing and net costs under Interest Rate Agreements, but excluding, however, any amounts referred to in subsection 2.3 payable to Administrative Agent, the Joint Lead Arrangers and Lenders on or before the RestatementFourth Amendment Effective Date.

“Consolidated Net Income” means, for any period, the net income (or loss) of Borrower and its Restricted Subsidiaries on a consolidated basis for such period taken as a single accounting period determined in conformity with GAAP; provided that there shall be excluded (i) the income (or loss) of any Person accrued prior to the date it becomes a Restricted Subsidiary of Borrower or is merged into or consolidated with Borrower or any of its Restricted Subsidiaries or that Person’s assets are acquired by Borrower or any of its Restricted Subsidiaries, and (ii) the income of any Restricted Subsidiary of Borrower to the extent that the declaration or payment of dividends or similar distributions by that Restricted Subsidiary of that income is not at the time permitted by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Restricted Subsidiary.  There shall be excluded from Consolidated Net Income the income (or loss) of any Person that is not a Restricted Subsidiary except to the extent of the amount of dividends or other distributions actually paid to Borrower or a Restricted Subsidiary during such period (other than any such dividends or distributions made for the purposes of paying any Taxes arising from any equity ownership interests in such Persons).

“Consolidated Net Senior Secured Debt” means, as at any date of determination, the aggregate amount of Consolidated Net Total Debt minus the sum of the aggregate amount of unsecured Indebtedness of Borrower and its Restricted Subsidiaries and the aggregate amount of subordinated Indebtedness of Borrower and its Restricted Subsidiaries.

“Consolidated Net Total Debt” means, as at any date of determination, an aggregate amount equal to (a) the aggregate amount of all Indebtedness of Borrower and its

11

Restricted Subsidiaries plus (b) the Contingent Obligations of Borrower and its Restricted Subsidiaries where the primary obligation of such Contingent Obligation constitutes Indebtedness (but excluding Contingent Obligations under Hedge Agreements) less (c) the aggregate amount of Cash and Cash Equivalents of Borrower and its Restricted Subsidiaries in excess of the Subject Amount, in each case determined on a consolidated basis in accordance with GAAP.  For purposes of this definition and the definition of Consolidated Net Senior Secured Debt, the “Subject Amount” shall be an amount equal to (i) $45,000,000 plus (ii) the product of (x) $3,000,000 times (y) the number of Gaming Facilities opened or acquired, in either case directly, by Borrower and the Restricted Subsidiaries from and after the RestatementFourth Amendment Effective Date minus (iii) the product of (x) $3,000,000 times (y) the number of Gaming Facilities closed or sold, in either case directly, by Borrower and the Restricted Subsidiaries from and after the RestatementFourth Amendment Effective Date.

“Consolidated Senior Secured Leverage Ratio” means, as at any date of determination, the ratio of (a) Consolidated Net Senior Secured Debt as of the last day of the Fiscal Quarter for which such determination is being made, to (b) Consolidated EBITDA for the consecutive four Fiscal Quarters ending on the last day of the Fiscal Quarter for which such determination is being made.

“Consolidated Total Leverage Ratio” means, as at any date of determination, the ratio of (a) Consolidated Net Total Debt as of the last day of the Fiscal Quarter for which such determination is being made, to (b) Consolidated EBITDA for the consecutive four Fiscal Quarters ending on the last day of the Fiscal Quarter for which such determination is being made.

“Contingent Obligation”, as applied to any Person, means any direct or indirect liability, contingent or otherwise, of that Person (i) with respect to any Indebtedness, lease, dividend or other obligation of another if the primary purpose or intent thereof by the Person incurring the Contingent Obligation is to provide assurance to the obligee of such obligation of another that such obligation of another will be paid or discharged, or that any agreements relating thereto will be complied with, or that the holders of such obligation will be protected (in whole or in part) against loss in respect thereof, (ii) with respect to any letter of credit issued for the account of that Person or as to which that Person is otherwise liable for reimbursement of drawings, or (iii) under Hedge Agreements.  Contingent Obligations shall include (a) the direct or indirect guaranty, endorsement (otherwise than for collection or deposit in the ordinary course of business), co-making, discounting with recourse or sale with recourse by such Person of the obligation of another, including any credit support agreements, makewell agreements, keepwell agreements, completion guaranties and any other agreements evidencing similar obligations, (b) the obligation to make take-or-pay or similar payments if required regardless of non-performance by any other party or parties to an agreement, and (c) any liability of such Person for the obligation of another through any agreement (contingent or otherwise) (X) to purchase, repurchase or otherwise acquire such obligation or any security therefor, or to provide funds for the payment or discharge of such obligation (whether in the form of loans, advances, stock purchases, capital contributions or otherwise) or (Y) to maintain the solvency or any balance sheet item, level of income or financial condition of another if, in the case of any agreement described under subclauses (X) or (Y) of this sentence, the primary purpose or intent thereof is as described in the preceding sentence.  The amount of any Contingent Obligation shall be equal (I) to the amount of the obligation so guaranteed or otherwise supported, (II) if less, the amount to

12