Exhibit 10.1

EXECUTION COPY

SECOND AMENDMENT TO
CREDIT AGREEMENT AND AMENDMENTS TO LOAN DOCUMENTS

THIS SECOND AMENDMENT TO CREDIT AGREEMENT AND AMENDMENTS TO LOAN DOCUMENTS (this “Amendment”), dated as of March 25, 2011 and effective as of the Restatement 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 (or that have separately consented to this Amendment) that were party to the Existing Credit Agreement (as hereinafter defined) (the “Existing Consenting Lenders”, which include, for purposes of clarification, the Swing Line Lender), each other lender party hereto (or that have separately consented to this Amendment) (the “New Consenting Lenders” and, together with the Existing Consenting Lenders, the “Consenting Lenders”), WELLS FARGO BANK, NATIONAL ASSOCIATION (“Wells Fargo”), as one of the Existing Consenting Lenders, Issuing Bank, Swing Line Lender and as the duly appointed successor to Credit Suisse AG, Cayman Islands Branch pursuant to the Successor Agent Agreement referred to below (in such capacity, the “Administrative Agent”).

RECITALS

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 (as amended and in effect immediately before giving affect 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.                                     On or about the date hereof, Credit Suisse AG, Cayman Islands Branch (formerly known as “Credit Suisse, Cayman Islands Branch”) (“CS”), as the resigning administrative agent, Wells Fargo, as the successor administrative agent, Borrower and the Requisite Lenders have entered into that certain Successor Agent Agreement, dated on or about the date hereof (the “Successor Agent Agreement”), whereby, among other things, Wells Fargo succeeded CS as the administrative agent under the Credit Agreement and the other Loan Documents effective immediately prior to the effectiveness of this Amendment.

C.                                     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 or a joinder or counterpart thereto (as amended and in effect immediately before giving affect 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

or a joinder or counterpart thereto (as amended and in effect immediately before giving affect 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.

D.                                    Borrower has requested that the Consenting Lenders agree to (i) amend the Existing Credit Agreement in the manner set forth in Section 2 herein, (ii) amend the Existing Subsidiary Guaranty in the manner set forth in Section 3 herein and (iii) amend the Existing Security Agreement 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.

E.                                      In connection with and as a condition to the effectiveness of this Amendment, (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”)).

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

G.                                     Each existing Lender that is not party to (or has not consented to) this Amendment (each a “Non-Consenting Lender”) and each Existing Consenting Lender has advanced Term Loans to Borrower (each, an “Existing Term Loan” and, collectively, the “Existing Term Loans”) under the Existing Credit Agreement in the aggregate original principal amount set forth in Attachment 1 hereto, which Attachment 1 also sets forth the aggregate outstanding principal amount of the Existing Term Loans as of the date of this Amendment.

H.                                    Each Existing Consenting Lender and Non-Consenting Lender has previously agreed to advance to Borrower Revolving Loans (each, an “Existing Revolving Loan Commitment” and, collectively, the “Existing Revolving Loan Commitments”) under the Existing Credit Agreement in the aggregate original principal amount set forth in Attachment 1 hereto, the aggregate outstanding principal amount of advances made pursuant to the Existing Revolving Loan Commitments as of the date of this Amendment is $17,000,000 (each, an “Existing Revolving Loan” and, collectively, the “Existing Revolving Loans”).

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AGREEMENT

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

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 CREDIT AGREEMENT.

2.1                                 Amendments Relating to Loans Held by Non-Consenting Lenders.  With effect as of the Restatement Effective Date:

a.                                       The definition of “Term Loan Maturity Date” in the Existing Credit Agreement is hereby deemed to mean the Restatement Effective Date.

b.                                      With respect to the Revolving Loan Commitment of each Non-Consenting Lender, the definition of “Revolving Loan Commitment Termination Date” in the Existing Credit Agreement is hereby deemed to mean the Restatement Effective Date.

2.2                                 Amendments that are Effective Immediately Upon Repayment of Loans Held by Non-Consenting Lenders. With effect as of the Restatement Effective Date, immediately after the advance of all Continuing Term Loans and Revolving Loans pursuant to Section 5.3 below and the repayment of Existing Term Loans and Existing Revolving Loans pursuant to Section 5.1 below, the Existing Credit Agreement (including each of the Exhibits and Schedules thereto) is hereby amended and restated in its entirety to give effect to each of the changes shown in the form of Amended and Restated Credit Agreement (including each of the Exhibits and Schedules thereto) attached hereto as Attachment 2 (the “Amended and Restated Credit Agreement”), as if each of such changes had been separately identified in this Amendment.

3.                                       AMENDMENTS TO EXISTING SUBSIDIARY GUARANTY. With effect as of the Restatement Effective Date concurrently with the amendment of the Existing Credit Agreement pursuant to Section 2.2 above:

3.1                                 Recital B of the Existing Subsidiary Guaranty is hereby amended and restated in its entirety to read as follows:

“B.                               Borrower may from time to time enter, or may from time to time have entered, into one or more Interest Rate Agreements constituting Hedge Agreements (collectively, the “Lender Hedge Agreements”) with one or more Persons who are or were Lenders or Affiliates of Lenders (in such capacity, collectively, “Hedge Providers”) at the time such Lender Hedge Agreements are or were entered into in accordance with the terms of the Credit Agreement, and it is desired that the obligations of Borrower under the Lender Hedge Agreements, including the obligation of Borrower to make payments thereunder in the event of early termination thereof (all such obligations being the “Interest Rate Obligations”), together

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with all obligations of Borrower under the Credit Agreement and the other Loan Documents, be guarantied hereunder.”

3.2                                 Section 2.3 of the Existing Subsidiary Guaranty is hereby amended to delete the word “ratable” therein.

3.3                                 Section 2.4(a) of the Existing Subsidiary Guaranty is hereby amended to replace the words “Required Lenders” therein with the words “Requisite Lenders.”

3.4                                 Section 4.14 of the Existing Subsidiary Guaranty is hereby amended and restated in its entirety to read as follows:

“4.14                  Administrative Agent as Guarantied Party

(a)                                  Administrative Agent, and each successor to Administrative Agent, has been appointed to act as Guarantied Party hereunder by Lenders and, by their acceptance of the benefits hereof, Hedge Providers.  Guarantied Party shall be obligated, and shall have the right hereunder, to make demands, to give notices, to exercise or refrain from exercising any rights, and to take or refrain from taking any action (including, without limitation, the release of any Guarantor), solely in accordance with the terms of the Credit Agreement, any related agency agreement among Administrative Agent and the Lenders (collectively, as amended, supplemented or otherwise modified or replaced from time to time, the “Agency Documents”) and this Guaranty; provided that Guarantied Party shall exercise, or refrain from exercising, any remedies provided for hereunder in accordance with the instructions of (i) Requisite Lenders or (ii) after payment in full of all Obligations under the Credit Agreement and the other Loan Documents, the cancellation or expiration or cash collateralization or collateralization by “back-to-back” letters of credit of all Letters of Credit and the termination of the Commitments, the holders of a majority of the aggregate notional amount (or, with respect to any Lender Hedge Agreement that has been terminated in accordance with its terms, the amount then due and payable (exclusive of expenses and similar payments but including any early termination payments then due)) under such Lender Hedge Agreements (Requisite Lenders or, if applicable, such holders being referred to herein as “Requisite Obligees”).  In furtherance of the foregoing provisions of this Section 4.14(a), each Hedge Provider, by its acceptance of the benefits hereof, agrees that it shall have no right individually to enforce this Guaranty, it being understood and agreed by such Hedge Provider that all rights and remedies hereunder may be exercised solely by Guarantied for the benefit of Lenders and Hedge Providers in accordance with the terms of this Section 4.14(a).  Each Guarantor and all other persons are entitled to rely on releases, waivers, consents, approvals, notifications and other acts of Administrative Agent, without inquiry into the existence of required consents or approvals of Requisite Obligees therefor.

(b)                                 Guarantied Party shall at all times be the same Person that is Administrative Agent under the Agency Documents.  Written notice of resignation by Administrative Agent pursuant to the Agency Documents shall also constitute notice of resignation as Guarantied Party under this Guaranty; removal of Administrative Agent pursuant to the Agency Documents shall also constitute removal as Guarantied Party under this Guaranty; and appointment of a successor Administrative Agent pursuant to the Agency Documents shall

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also constitute appointment of a successor Guarantied Party under this Guaranty.  Upon the acceptance of any appointment as Administrative Agent under the Agency Documents by a successor Administrative Agent, that successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Guarantied Party under this Guaranty, and the retiring or removed Guarantied Party under this Guaranty shall promptly (i) transfer to such successor Guarantied Party all sums held hereunder, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Guarantied Party under this Guaranty, and (ii) take such other actions as may be necessary or appropriate in connection with the assignment to such successor Guarantied Party of the rights created hereunder, whereupon such retiring or removed Guarantied Party shall be discharged from its duties and obligations under this Guaranty.  After any retiring or removed Guarantied Party’s resignation or removal hereunder as Guarantied Party, the provisions of this Guaranty shall inure to its benefit as to any actions taken or omitted to be taken by it under this Guaranty while it was Guarantied Party hereunder.”

4.                                       AMENDMENTS TO EXISTING SECURITY AGREEMENT.  With effect as of the Restatement Effective Date concurrently with the amendment of the Existing Credit Agreement pursuant to Section 2.2 above:

4.1                                 Recital B of the Existing Security Agreement is hereby amended and restated in its entirety to read as follows:

“B.                               Borrower may from time to time enter, or may from time to time have entered, into one or more Interest Rate Agreements constituting Hedge Agreements (collectively, the “Lender Hedge Agreements”) with one or more Persons who are or were Lenders or Affiliates of Lenders (in such capacity, collectively, “Hedge Providers”) at the time such Lender Hedge Agreements are or were entered into in accordance with the terms of the Credit Agreement and it is desired that the obligations of Borrower under the Lender Hedge Agreements, including the obligation of Borrower to make payments thereunder in the event of early termination thereof, together with all obligations of Borrower under the Credit Agreement and the other Loan Documents, be secured hereunder.”

4.2                                 Section 4(i) of the Existing Security Agreement is hereby amended to delete each reference to the word “ratable” therein.

4.3                                 Section 16(a) of the Existing Security Agreement is hereby amended to replace the words “Required Lenders” therein with the words “Requisite Lenders.”

4.4                                 Section 21 of the Existing Security Agreement is hereby amended and restated in its entirety to read as follows:

“21                            Administrative Agent as Secured Party.

(a)                                  Administrative Agent, and each successor to Administrative Agent, has been appointed to act as Secured Party hereunder by Lenders and, by their acceptance of the benefits hereof, Hedge Providers.  Secured Party shall be obligated, and shall have the right hereunder, to make demands, to give notices, to exercise or refrain from exercising any

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rights, and to take or refrain from taking any action (including, without limitation, the release or substitution of Collateral), solely in accordance with the terms of the Credit Agreement, any related agency agreement among Administrative Agent and the Lenders (collectively, as amended, supplemented or otherwise modified or replaced from time to time, the “Agency Documents”) and this Agreement; provided that Secured Party shall exercise, or refrain from exercising, any remedies provided for in Section 16 in accordance with the instructions of (i) Requisite Lenders or (ii) after payment in full of all Obligations under the Credit Agreement and the other Loan Documents, the cancellation or expiration or cash collateralization or collateralization by “back-to-back” letters of credit of all Letters of Credit and the termination of the Commitments, the holders of a majority of the aggregate notional amount (or, with respect to any Lender Hedge Agreement that has been terminated in accordance with its terms, the amount then due and payable (exclusive of expenses and similar payments but including any early termination payments then due)) under such Lender Hedge Agreements (Requisite Lenders or, if applicable, such holders being referred to herein as “Requisite Obligees”).  In furtherance of the foregoing provisions of this Section 21(a), each Hedge Provider, by its acceptance of the benefits hereof, agrees that it shall have no right individually to realize upon any of the Collateral hereunder, it being understood and agreed by such Hedge Provider that all rights and remedies hereunder may be exercised solely by Secured Party for the benefit of Lenders and Hedge Providers in accordance with the terms of this Section 21(a).  Each Grantor and all other persons are entitled to rely on releases, waivers, consents, approvals, notifications and other acts of Administrative Agent, without inquiry into the existence of required consents or approvals of Requisite Obligees therefor.

(b)                                 Secured Party shall at all times be the same Person that is Administrative Agent under the Agency Documents.  Written notice of resignation by Administrative Agent pursuant to the Agency Documents shall also constitute notice of resignation as Secured Party under this Agreement; removal of Administrative Agent pursuant to the Agency Documents shall also constitute removal as Secured Party under this Agreement; and appointment of a successor Administrative Agent pursuant to the Agency Documents shall also constitute appointment of a successor Secured Party under this Agreement.  Upon the acceptance of any appointment as Administrative Agent under the Agency Documents by a successor Administrative Agent, that successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Secured Party under this Agreement, and the retiring or removed Secured Party under this Agreement shall promptly (i) transfer to such successor Secured Party all sums, securities and other items of Collateral held hereunder, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Secured Party under this Agreement, and (ii) execute and deliver to such successor Secured Party such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the assignment to such successor Secured Party of the security interests created hereunder, whereupon such retiring or removed Secured Party shall be discharged from its duties and obligations under this Agreement.  After any retiring or removed Administrative Agent’s resignation or removal hereunder as Secured Party, the provisions of this Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it under this Agreement while it was Secured Party hereunder.

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(c)                                  Secured Party shall not be deemed to have any duty whatsoever with respect to any Hedge Provider until it shall have received written notice in form and substance satisfactory to Secured Party from a Grantor or any such Hedge Provider as to the existence and terms of the applicable Lender Hedge Agreement.”

4.5                                 Each of Schedules 1(d), 1(f)(i), 1(f)(ii), 1(g)(i), 1(g)(ii), 1(g)(iii), 4(b), 4(d), (4)(e), 4(i), 4(j) and 4(k) to the Existing Security Agreement is hereby replaced in its entirety with the Schedules 1(d), 1(f)(i), 1(f)(ii), 1(g)(i), 1(g)(ii), 1(g)(iii), 4(b), 4(d), (4)(e), 4(i), 4(j) and 4(k), respectively, attached as Attachment 3 hereto.

5.                                       REPAYMENT OF LOANS HELD BY NON-CONSENTING LENDERS; NEW TERM LOANS AND REVOLVING LOAN ADVANCES; ADJUSTMENT OF PRO RATA SHARES; ETC.

5.1                                 Repayment of Loans Held by Non-Consenting Lenders; Repayment of Consenting Lenders Term Loans and Revolving Loans.

(a)                                  Subject to the terms and conditions of this Amendment and the Credit Agreement, on the Restatement Effective Date, Borrower shall repay the Existing Term Loans and Existing Revolving Loans and the Revolving Loan Commitments of all Lenders other than Revolving Loan Lenders (as defined in Section 5.2(b)) shall be reduced to zero.  From and after the date of such repayment of the Existing Term Loans and Existing Revolving Loans and such reduction of the Revolving Loan Commitments of to zero, all Lenders other than the Continuing Term Lender Representatives (as defined in Section 5.2(b) below) and the Revolving Loan Lenders shall cease to be parties to the Credit Agreement and any other Loan Documents and such Lenders shall have no further rights or obligations under the Credit Agreement or the other Loan Documents except for such rights and obligations that expressly survive the termination of the Credit Agreement.

(b)                                 Subject to the terms and conditions of this Amendment and the Credit Agreement, on the Restatement Effective Date after giving effect to the repayment of Existing Term Loans and Existing Revolving Loans and reduction of Revolving Loan Commitments under Section 5.1(a), if the aggregate amount of Revolving Loan Commitments exceeds $300,000,000, the aggregate amount of Revolving Loan Commitments shall be reduced to $300,000,000.

5.2                                 Commitment to Advance Continuing Term Loans and Advance of Revolving Loans.

(a)                                  Subject to the terms and conditions of this Amendment and the Credit Agreement, each Consenting Lender identified as a “Continuing Term Loan Lender Representative” on Attachment 4 hereto (each such Consenting Lender a “Continuing Term Loan Lender Representative”) agrees to advance to Borrower on the Restatement Effective Date a single term loan (each, a “Continuing Term Loan” and, collectively, the “Continuing Term Loans”) in the principal amount set forth opposite such Continuing Term Loan Lender Representative’s name on Attachment 4 hereto.

(b)                                 Subject to the terms and conditions of this Amendment and the Credit Agreement, (i) each Consenting Lender identified as a “Revolving Loan Lender” on Attachment

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4 hereto (each such Consenting Lender a “Revolving Loan Lender”) agrees to the Revolving Loan Commitment set forth for it on Attachment 4 hereto effective on the Restatement Effective Date and (ii) each Revolving Loan Lender agrees to advance to Borrower a Revolving Loan in the principal amount set forth opposite such Consenting Lender’s name on Attachment 4 hereto.

5.3                                 Procedure for Continuing Term Loans and Advances of Revolving Loans on Restatement Effective Date.  Each Continuing Term Loan Lender Representative shall provide its Continuing Term Loan and each Revolving Loan Lender shall provide the advance of its Revolving Loan under Section 5.2 to Administrative Agent in immediately available funds not later than 11:00 a.m. (New York time) on the Restatement Effective Date.  Unless Administrative Agent determines that any applicable condition specified in Section 7 of this Amendment has not been satisfied, Administrative Agent will apply the proceeds of the Continuing Term Loans and such advances of Revolving Loans to the repayment on behalf of Borrower of Existing Term Loans and Existing Revolving Loans pursuant to Section 5.1 above, promptly following the receipt of such funds from the Continuing Term Loan Lender Representatives and Consenting Lenders on the Restatement Effective Date. The Continuing Term Loans and the Revolving Loans advanced to Borrower on the Restatement Effective Date shall consist of Base Rate Advances.

5.4                                 Continuing Term Loans as “Term Loans” Under Credit Agreement.  Notwithstanding anything to the contrary in the Existing Credit Agreement, Borrower, each Consenting Lender and Administrative Agent agree that the Continuing Term Loans are “Term Loans” under the Credit Agreement and shall be subject to all of the terms and conditions applicable to Term Loans under the Credit Agreement and the other Loan Documents.

5.5                                 Breakage Costs.  To the extent any of the Loans repaid by Borrower pursuant to Section 5.1 are LIBOR Loans (as defined in the Existing Credit Agreement) and the Restatement Effective Date is not the last day of an Interest Period for such Loans (as such terms are defined in the Existing Credit Agreement), the Lenders whose Loans are repaid shall be entitled to compensation from Borrower as provided in Section 2.6D of the Existing Credit Agreement (in the case of Loans described in clause (ii) above, as if Borrower had prepaid such Loans in an amount equal to the Acquired Portion on the Restatement Effective Date).

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

6.1                                 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;

6.2                                 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

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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;

6.3                                 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 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;

6.4                                 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);

6.5                                 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

6.6                                 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 Restatement 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.

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7.                                       EFFECTIVENESS OF THIS AMENDMENT; ORDER OF SEQUENCE, ETC.

7.1                                 Effectiveness of this Amendment.  This Amendment shall be effective only if and when each of the conditions set forth in Section 4.1 of the Amended and Restated Credit Agreement are satisfied (or waived pursuant to Section 4.1 of the Amended and Restated 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 “Restatement Effective Date”).  This Amendment shall be deemed null and void unless the Restatement Effective Date occurs by March 25, 2011.

7.2                                 Order of sequence.  For the avoidance of doubt, on the Restatement Effective Date, the amendments, repayments, advances, adjustments and other matters described in this Amendment shall be deemed to occur in the following order of sequence after the effectiveness of the Successor Agent Agreement:

(1)                                  first, the Existing Credit Agreement shall be amended as set forth in Section 2.1;

(2)                                  second, Existing Term Loans and Existing Revolving Loans shall be repaid as set forth in Section 5.1;

(3)                                  third, the Revolving Loan Commitments of the Consenting Lenders shall be adjusted as set forth in Section 5.2(b);

(4)                                  fourth, the Continuing Term Loans and Revolving Loans shall be advanced as set forth in Sections 5.2 and 5.3; and

(5)                                  fifth, the Existing Credit Agreement (as amended by Section 2.1) shall be amended as set forth in Section 2.2, the Subsidiary Guaranty shall be amended as set forth in Section 3, the Security Agreement shall be amended as set forth in Section 4, and each other Loan Document subject to an Amendment Document shall be amended as set forth in such Amendment Document.

8.                                       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

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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.

9.                                       NO NOVATION.  The amendment of the Existing Credit 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, 10.2 and 10.3 of the Amended and Restated 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 Restatement Effective Date.

10.                                 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 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 and the other Loan Documents shall remain in full force and effect except that each reference to the “Credit Agreement”, or words of like import in any Loan Document, shall mean and be a reference to the Credit Agreement 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.

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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.

BORROWER:

Isle of Capri Casinos, Inc.,

a Delaware corporation

[SIGNATURE PAGE TO SECOND AMENDMENT TO CREDIT AGREEMENT]

Black Hawk Holdings, L.L.C.
Casino America of Colorado, Inc.
CCSC/Black Hawk, Inc.

Grand Palais Riverboat, Inc.
IC Holdings Colorado, Inc.
IOC Black Hawk County, Inc.
IOC Black Hawk Distribution Company, LLC
IOC - Boonville, Inc.

IOC-Cape Giradeau LLC
IOC-Caruthersville, LLC
IOC Davenport, Inc.

IOC Holdings, L.L.C.

IOC-Kansas City, Inc.

IOC - Lula, Inc.

IOC - Natchez, Inc.

IOC Services, LLC

IOC-Vicksburg, Inc.

IOC-Vicksburg, L.L.C.

Isle of Capri Bettendorf, L.C.

Isle of Capri Bettendorf Marina Corporation
Isle of Capri Black Hawk, L.L.C.

Isle of Capri Black Hawk Capital Corp.

Isle of Capri Marquette, Inc.
PPI, Inc.

Riverboat Corporation of Mississippi
Riverboat Services, Inc.

St. Charles Gaming Company, Inc.

[SIGNATURE PAGE TO SECOND AMENDMENT TO CREDIT AGREEMENT]

Rainbow Casino-Vicksburg Partnership, L.P.

[SIGNATURE PAGE TO SECOND AMENDMENT TO CREDIT AGREEMENT]

[SIGNATURE PAGE TO SECOND AMENDMENT TO CREDIT AGREEMENT]

EXHIBIT A

TO SECOND AMENDMENT TO CREDIT AGREEMENT

FORM OF AMENDMENT AND CONFIRMATION OF MORTGAGE

PREPARED BY, RECORDING REQUESTED BY,
AND WHEN RECORDED MAIL TO:
Orrick, Herrington & Sutcliffe LLP
405 Howard Street
San Francisco, CA 94105
Attention: Lisa van Velsor, Esq.

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 March     , 2011 (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., 600 Emerson Road, Suite 300, St. Louis, Missouri 63141, Attention: Mr. Edmund J. Quatmann, Jr. and delivered, to THE PUBLIC TRUSTEE OF THE COUNTY OF GILPIN, COLORADO (“Trustee”), and WELLS FARGO BANK, NATIONAL ASSOCIATION (“Wells Fargo”) successor to Credit Suisse AG, Cayman Islands Branch (formerly known as “Credit Suisse, Cayman Islands Branch”) (“Credit Suisse”)), 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 333 S. Grand Avenue, Suite 1200, Los Angeles, CA 90071, Attention: Donald Schubert.

Recitals

A.                                   Pursuant to that certain Credit Agreement dated as of July 26, 2007, by and among Isle of Capri Casinos, Inc., a Delaware corporation (“Borrower”), Administrative Agent and the Lenders (as amended by the First Amendment and the Second 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”), 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 (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 Beneficiary 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 Gilpin County, Colorado, as ID No. 136444 to Trustee for the benefit of Administrative Agent for and representative of the Lenders and Hedge Providers (as confirmed by the First Confirmation (as defined below), the “Existing Deed of Trust,” and as amended hereby and as 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.

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D.                                    Borrower and the Subsidiary Guarantors (including, without limitation, Grantor), together with Beneficiary 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 Gilpin County, Colorado, as ID No. 141036 to Trustee for the benefit of 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 [    ], 2011, among Credit Suisse, Wells Fargo, Borrower and Requisite Lenders, Credit Suisse resigned as the “Administrative Agent” under the Credit Agreement and the other Loan Documents, and Wells 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 Credit Suisse as the “Administrative Agent” under the Credit Agreement and other Loan Documents, and such appointment by Requisite Lenders of Wells 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, Credit Suisse executed in favor of Wells 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 [    ], 2011 and recorded immediately prior to this Amendment in the Official Records of Gilpin County, Colorado.

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 [    ], 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.

G.                                     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 Second 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 the Credit Agreement.

2.                                       Amendments to Existing Deed of Trust.  The Existing Deed of Trust is hereby amended as follows:

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(a)                                  Recital B of the Existing Deed of Trust is hereby amended and restated in its entirety to read as follows:

“B.                               Borrower may from time to time enter, or may from time to time have entered, into one or more Interest Rate Agreements constituting Hedge Agreements (collectively, the “Lender Hedge Agreements”) with one or more Persons who are or were Lenders or Affiliates of Lenders (in such capacity, collectively, “Hedge Providers”) at the time such Lender Hedge Agreements are or were entered into in accordance with the terms of the Credit Agreement.”

(b)                                 Recitals C and E of the Existing Deed of Trust are each hereby amended to replace the references to “Hedge Agreements” therein with “Lender Hedge Agreements.”

(c)                                  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 November 25, 2013, as such date may be extended through March [    ], 2017 upon satisfaction of certain conditions in the Credit Agreement.”

(d)                                 The first sentence of 6.1 of the Existing Deed of Trust is hereby amended and restated in its entirety to read as follows:

“As used in this Deed of Trust, “Event of Default” means any Event of Default under the Credit Agreement or any other Loan Document (as such terms are defined therein) or the occurrence of an Early Termination Date (as defined in a Master Agreement in the form prepared by the International Swap and Derivatives Association, Inc. or a similar event under any similar swap agreement) that has not been rescinded under any Lender Hedge Agreement that results in a Hedge Termination Value owed by Borrower or a Restricted Subsidiary greater than $10,000,000.  For purposes of the foregoing sentence, “Hedge Termination Value” means, in respect of any one or more Lender Hedge Agreements, after taking into account the effect of any legally enforceable netting agreement relating to such

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Lender Hedge Agreements, (x) for any date on or after the date such Lender Hedge Agreements have been closed out and termination value(s) determined in accordance therewith, such termination value(s), and (y) for any date prior to the date referenced in subclause (x), the amount(s) determined as the mark-to-market value(s) for such Lender Hedge Agreements, as determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Lender Hedge Agreements (which may include a Lender or any Affiliate of a Lender).”

(e)                                  Section 10.11 of the Existing Deed of Trust is hereby amended and restated to read in its entirety as follows:

“Administrative Agent, and each successor to Administrative Agent, has been appointed to act as Beneficiary hereunder by the Lenders and, by their acceptance of the benefits hereof, Hedge Providers. Beneficiary shall be obligated, and shall have the right hereunder, to make demands, to give notices, to exercise or refrain from exercising any rights, and to take or refrain from taking any action (including, without limitation, the release or substitution of the Mortgaged Property), solely in accordance with the terms of the Credit Agreement, any related agency agreement among Administrative Agent and the Lenders (collectively, as amended, supplemented or otherwise modified or replaced from time to time, the “Agency Documents”) and this Deed of Trust; provided that Beneficiary shall exercise, or refrain from exercising, any remedies provided for in Article 6 in accordance with the instructions of (i) Requisite Lenders or (ii) after payment in full of all Obligations under the Credit Agreement and the other Loan Documents, the cancellation or expiration or cash collateralization or collateralization by “back-to-back” letters of credit of all Letters of Credit and the termination of the Commitments, the holders of a majority of the aggregate notional amount (or, with respect to any Lender Hedge Agreement that has been terminated in accordance with its terms, the amount then due and payable (exclusive of expenses and similar payments but including any early termination payments then due)) under such Lender Hedge Agreements (Requisite Lenders or, if applicable, such holders being referred to herein as “Requisite Obligees”).  In furtherance of the foregoing provisions of this Section 10.11(a), each Hedge Provider, by its acceptance of the benefits hereof, agrees that it shall have no right individually to realize upon any of the Collateral hereunder, it being understood and agreed by such Hedge Provider that all rights and remedies hereunder may be exercised solely by Beneficiary for the benefit of Lenders and Hedge Providers in accordance with the terms of this Section 10.11(a).  Grantor and all other persons are entitled to rely on releases, waivers, consents, approvals, notifications and other acts of Administrative Agent, without inquiry into the existence of required consents or approvals of Requisite Obligees therefor.

(b)                                 Beneficiary shall at all times be the same Person that is Administrative Agent under the Agency Documents.  Written notice of resignation by Administrative Agent pursuant to the Agency Documents shall also constitute notice of resignation as Beneficiary under this Deed of Trust; removal of Administrative Agent pursuant to the Agency Documents shall also constitute removal as Beneficiary under this Deed of Trust; and appointment of a successor Administrative Agent pursuant to the Agency Documents shall also constitute appointment of a successor Beneficiary under this Deed of Trust.  Upon the acceptance of any appointment as Administrative Agent by a successor Administrative Agent under the Agency Documents, that successor Administrative Agent shall

5

thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Administrative Agent as the Beneficiary under this Deed of Trust, and the retiring or removed Administrative Agent shall promptly (i) assign and transfer to such successor Administrative Agent all of its right, title and interest in and to this Deed of Trust and the Mortgaged Property, and (ii) execute and deliver to such successor Administrative Agent such assignments and amendments and take such other actions, as may be necessary or appropriate in connection with the assignment to such successor Administrative Agent of the Liens and security interests created hereunder, whereupon such retiring or removed Administrative Agent shall be discharged from its duties and obligations under this Deed of Trust.  After any retiring or removed Administrative Agent’s resignation or removal hereunder as Beneficiary, the provisions of this Deed of Trust and the Agency Documents shall inure to its benefit as to any actions taken or omitted to be taken by it under this Deed of Trust while it was Beneficiary hereunder.

(c)                                  Beneficiary shall not be deemed to have any duty whatsoever with respect to any Hedge Provider until it shall have received written notice in form and substance satisfactory to Beneficiary from Grantor or any such Hedge Provider as to the existence and terms of the applicable Lender Hedge Agreement.”

(f)                                    Section 11.2 of the Existing Deed of Trust is hereby amended and restated to read in its entirety as follows:

“This Deed of Trust secures any contractual future advances by Beneficiary to Grantor or any future contractual obligations of Grantor to Beneficiary, without regard to whether any such advances or obligations are optional or obligatory with Beneficiary; provided, however, that the total principal amount of obligations and advances secured by this Deed of Trust shall not exceed, at any time, One Billion Dollars ($1,000,000,000) plus costs of protecting and preserving the Mortgaged Property and the lien of this Deed of Trust paid by Beneficiary pursuant to this Deed of Trust (the amount specified in this Section 11.2 is not a commitment to lend such amount).  Nothing herein shall be deemed to obligate Beneficiary or any of the Lenders to make any future advances to Grantor.”

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 Second 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 Second Amendment being executed.

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

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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]

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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.

ISLE OF CAPRI BLACK HAWK, L.L.C.,
a Colorado limited liability company

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

WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Administrative Agent

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

On this                  day of                                 , 2011, 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.

[SEAL]

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

On this                  day of                                 , 2011, 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.

[SEAL]

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

EXHIBIT A

DESCRIPTION OF FEE ESTATE

Parcel A:

Those portions of: Lots 5, 6, 7, 8, 9, 10, 11, 12, 13, 14, 15, 16, 17, 18, 19, 20 and 21, Block 51; Lots 1, 2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14, 15, 16, 17 and 18, Block 52; The Mary Ann Kelly Tract; The A. H. Whitford Tract; The Stevens Lode Black Hawk City Title; the John Bruhl 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 Gilpin, 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 Lot 5, Block 51 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 toa 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 Lot 18, said Block 52; Thence, S 18°00’00” 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 feef 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 Stevens Lode; Thence, departing from said Southerly line and along Line 4-1 of said Stevens 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 Stevens Lode; Thence along said Line 4-1 S 73°45’00” W a distance of 400.00 feet to Corner No.1 of said Stevens 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 No. 120540, County of Gilpin, State of Colorado

Parcel B:

The Easterly half of Lot 2, and all of Lots 3 and 4, Block 51, City 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 No. 120540 County of Gilpin, State of Colorado.

[AMENDMENT TO AND CONFIRMATION OF DEED OF TRUST SIGNATURE PAGE]
[ICO CASINO — GILPIN 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: Lot 1, Block 1, Isle of Capri 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 456, County of Gilpin, State of Colorado.

EXHIBIT B

TO SECOND AMENDMENT TO CREDIT AGREEMENT

FORM OF AMENDMENT AND CONFIRMATION OF SHIP MORTGAGE

SECOND AMENDMENT TO FIRST PREFERRED SHIP MORTGAGE

ON THE WHOLE OF THE

TREBLE CLEF

(OFFICIAL NUMBER 1000320)

IOC DAVENPORT, INC.

101 W. River Drive

Davenport, Iowa 52801

OWNER AND MORTGAGOR

WELLS FARGO BANK, NATIONAL ASSOCIATION

(successor to Credit Suisse AG, Cayman Islands Branch (formerly known as “Credit Suisse, Cayman Islands Branch”)), in its capacity as Administrative Agent under that certain

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

333 S. Grand Avenue, Suite 1200

Los Angeles, California 90071

MORTGAGEE

Dated: as of March 25, 2011

Discharge Amount: $800,000,000 Together

With Interest, Expenses, Costs,

Obligations under Hedge Agreements and

Performance of Mortgage Covenants

SECOND AMENDMENT TO FIRST PREFERRED SHIP MORTGAGE

THIS SECOND AMENDMENT TO FIRST PREFERRED SHIP MORTGAGE (this “Amendment”) is dated as of the 25th day of March, 2011 (the “Effective Date”) by and between (i) IOC DAVENPORT, INC., an Iowa corporation, whose address is 101 W. River Drive, Davenport, Iowa 52801 (hereinafter called “Mortgagor”), and (ii) WELLS FARGO BANK, NATIONAL ASSOCIATION (“Wells Fargo”) (successor to Credit Suisse AG, Cayman Islands Branch (formerly known as “Credit Suisse, Cayman Islands Branch”) (“Credit Suisse”)), 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 333 S. Grand Avenue, Los Angeles, California 90071.

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, 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”, together with the Original Mortgage, 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 First Amendment to Credit Agreement and the Second 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”, and together with the Original Credit Agreement, the “Amended 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, Wells Fargo, Borrower and Requisite Lenders, Credit Suisse resigned as the “Administrative Agent” under the Credit Agreement and the other Loan Documents, and Wells 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 Wells 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 at the NVDC on March 25, 2011.

G.                                     Borrower and the Subsidiary Guarantors (including, without limitation, Mortgagor), together with Mortgagee and certain 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”; the Amended Credit Agreement, as amended by the Second 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 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)), as Exhibit “B” and incorporated herein by reference.

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H.                                    The Second Amendment to Credit Agreement, among other things, decreases the maximum amount that may be outstanding at any one time, and amends and restates the Amended Credit Agreement in its entirety.

I.                                         The Secured Obligations (including, without limitation, as amended by the Second 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.

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

K.                                    By the execution and recording of this Amendment, Mortgagor and Mortgagee desire to give notice (i) of the execution and delivery of the Second Amendment to Credit Agreement (which among other things effectuates the modifications as set forth in Recital G 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 Second Amendment to Credit Agreement or in the Credit Agreement.  In addition to and notwithstanding the foregoing, for purposes of clarification, all capitalized terms used 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 E to the Second Amendment.

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

“Credit Agreement” shall have the meaning ascribed to such term in Recital G to the Second 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 Second Amendment.

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

“Mortgagee” means Wells 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” means the Second Amendment to First Preferred Ship Mortgage between Mortgagor and Mortgagee dated as of March 25, 2011.

“Second Amendment to Credit Agreement” shall have the meaning ascribed to such term in Recital G to the Second Amendment.

(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.

(i)                                     The fourth “WHEREAS” provision of the Original Mortgage is amended and restated to read in its entirety as follows:

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“WHEREAS, Company may from time to time enter, or may from time to time have entered, into one or more Interest Rate Agreements constituting Hedge Agreements (collectively, the “Hedge Agreements”) with one or more Persons who are or were Lenders or Affiliates of Lenders (in such capacity, collectively, “Hedge Providers”) at the time such Hedge Agreements are or were entered into in accordance with the terms of the Credit Agreement; and”.

(ii)                                  Subsection (i) in the paragraph beginning “NOW, THEREFORE,” that immediately follows the last “WHEREAS” provision of the Original Mortgage is amended to add the phrase “including, without limitation, the Subsidiary Guaranty,” after the phrase “arising under or in connection with the Credit Agreement, the Notes or the Hedge Agreements,”.

(iii)                               Section 6 of Article I of the Original Mortgage is amended by deleting the “Notice of Mortgage” and replacing it with the following:

“Notice of Mortgage

This vessel is owned by IOC Davenport, Inc., an Iowa corporation, and is covered by a First Preferred Ship Mortgage in favor of Wells Fargo Bank, National Association, as Administrative Agent for the Lenders under a Credit Agreement dated as of July 26, 2007, as amended, among Isle of Capri Casinos, Inc. and others, said First Preferred Ship Mortgage having been executed under authority of the Ship Mortgage Act, 1920, as amended, recodified at 46 U.S.C. §31301 et seq.  Under the terms of said First Preferred Ship Mortgage, neither Mortgagor nor the Master, nor any agent of the Vessel nor any other Person has any right, power or authority to create, incur or permit to be imposed upon any Vessel any Lien whatsoever other than Permitted Encumbrances (as defined in such Credit Agreement).”

(iv)                              Section 2 of Article IV of the Original Mortgage and Section 3(c) of the First Amendment are hereby amended by [a] changing the amounts stated therein from “One Billion Eight Hundred and Fifty Million Dollars ($1,850,000,000)” to “Eight Hundred Million Dollars ($800,000,000)” and [b] by adding the phrase “all obligations under Hedge Agreements,” after the phrase “in Mortgagor’s Subsidiary Guaranty and in the other Collateral Documents,” therein.

(v)                                 Section 4 of Article IV of the Original Mortgage is amended by deleting the notice address for Credit Suisse, Cayman Islands Branch and substituting the following therefor:  “Wells Fargo

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Bank, National Association, as Administrative Agent under the Credit Agreement, 333 S. Grand Avenue, Suite 1200, Los Angeles, CA 90071, Attention: Donald Schubert.”

(vi)                              Article IV of the Original Mortgage is amended by adding thereto a new Section 15 reading in its entirety as follows:

“15.                           (a)  Administrative Agent, and each successor to Administrative Agent, has been appointed to act as Mortgagee hereunder by the Lenders and, by their acceptance of the benefits hereof, Hedge Providers. Mortgagee shall be obligated, and shall have the right hereunder, to make demands, to give notices, to exercise or refrain from exercising any rights, and to take or refrain from taking any action (including, without limitation, the release or substitution of the Vessel), solely in accordance with the terms of the Credit Agreement, any related agency agreement among Administrative Agent and the Lenders (collectively, as amended, supplemented or otherwise modified or replaced from time to time, the “Agency Documents”) and this Mortgage; provided that Mortgagee shall exercise, or refrain from exercising, any remedies provided for in Article II above in accordance with the instructions of (i) Requisite Lenders or (ii) after payment in full of all Obligations under the Credit Agreement and the other Loan Documents, the cancellation or expiration or cash collateralization or collateralization by “back-to-back” letters of credit of all Letters of Credit and the termination of the Commitments, the holders of a majority of the aggregate notional amount (or, with respect to any Hedge Agreement that has been terminated in accordance with its terms, the amount then due and payable (exclusive of expenses and similar payments but including any early termination payments then due)) under such Hedge Agreements (Requisite Lenders or, if applicable, such holders being referred to herein as “Requisite Obligees”).  In furtherance of the foregoing provisions of this Section 15(a), each Hedge Provider, by its acceptance of the benefits hereof, agrees that it shall have no right individually to realize upon any of the Collateral hereunder, it being understood and agreed by such Hedge Provider that all rights and remedies hereunder may be exercised solely by Mortgagee for the benefit of the Lenders and Hedge Providers in accordance with the terms of this Section 15(a).  Mortgagor and all other persons are entitled to rely on releases, waivers, consents, approvals, notifications and other acts of Administrative Agent, without inquiry into the existence of required consents or approvals of Requisite Obligees therefor.

(b)                                 Mortgagee shall at all times be the same Person that is Administrative Agent under the Agency Documents.  Written notice of resignation by Administrative Agent pursuant to the Agency Documents shall also constitute notice of resignation as Mortgagee under this Mortgage; removal of Administrative Agent pursuant to the Agency

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Documents shall also constitute removal as Mortgagee under this Mortgage; and appointment of a successor Administrative Agent pursuant to the Agency Documents shall also constitute appointment of a successor Mortgagee under this Mortgage.  Upon the acceptance of any appointment as Administrative Agent by a successor Administrative Agent under the Agency Documents, that successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Administrative Agent as the Mortgagee under this Mortgage, and the retiring or removed Administrative Agent shall promptly (i) assign and transfer to such successor Administrative Agent all of its right, title and interest in and to this Mortgage and the Vessel, and (ii) execute and deliver to such successor Administrative Agent such assignments and amendments and take such other actions, as may be necessary or appropriate in connection with the assignment to such successor Administrative Agent of the Liens and security interests created hereunder, whereupon such retiring or removed Administrative Agent shall be discharged from its duties and obligations under this Mortgage.  After any retiring or removed Administrative Agent’s resignation or removal hereunder as Mortgagee, the provisions of this Mortgage and the Agency Documents shall inure to its benefit as to any actions taken or omitted to be taken by it under this Mortgage while it was Mortgagee hereunder.

(c)                                  Mortgagee shall not be deemed to have any duty whatsoever with respect to any Hedge Provider until it shall have received written notice in form and substance satisfactory to Mortgagee from Mortgagor or any such Hedge Provider as to the existence and terms of the applicable Hedge Agreement.”

Section 2.                                            Confirmation, Restatement, Further Granting and Ratification.  Mortgagor, to induce Mortgagee, and the other parties thereto, to consummate the transactions contemplated by the Second 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 Second 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

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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.

(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 $800,000,000, 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.

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(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]

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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.

(SECOND AMENDMENT TO SHIP MORTGAGE SIGNATURE PAGE)

ACKNOWLEDGEMENT

STATE OF

COUNTY OF

BE IT KNOWN, that on                    , 2011, 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 DAVENPORT, INC., the corporation described in and which executed the foregoing Second 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 Second 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.]

(SECOND AMENDMENT TO SHIP MORTGAGE SIGNATURE PAGE)

(SECOND AMENDMENT TO SHIP MORTGAGE SIGNATURE PAGE)

ACKNOWLEDGEMENT

STATE OF

COUNTY OF

BE IT KNOWN, that on                    , 2011, 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 Wells Fargo Bank, National Association, the national association described in and which executed the foregoing Second Amendment to First Preferred Ship Mortgage; that by order and authority of the Board of Directors of said national association, Appearer signed his/her name thereto and acknowledged to me that he/she executed said Second Amendment to First Preferred Ship Mortgage as such officer of said national association; and that the same is the free and voluntary act and deed of said national association, and of himself/herself as such officer thereof, for the uses and purposes therein expressed, after first having been duly authorized by said national association 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.

(SECOND 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

EXISTING LENDERS

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Credit Suisse LoanIQ

Facility Master Account Summary

Report Created : Thursday, March 24, 2011

ISLE OF CAPRI CASINOS INC (07/07)