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Agreemen\BHPromNt.doc
PROMISSORY NOTE
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$5,000,000 May 1, 2000
Biloxi, Mississippi
FOR VALUE RECEIVED, ISLE OF CAPRI BLACK HAWK, L.L.C., a Colorado limited
liability company, ("MAKER"), promises to pay to the order of ISLE OF CAPRI
CASINOS, INC., a Delaware corporation ("LENDER"), in lawful money of the United
States of America, in immediately available funds, at such place as the holder
hereof may from time to time designate, or in the absence of such designation,
at the office of the Lender, 711 Washington Loop, Biloxi, Mississippi 39530, the
principal sum of FIVE MILLION DOLLARS ($5,000,000.00), or the aggregate unpaid
principal amount of all advances made to Maker pursuant to this Note, whichever
is less, plus interest thereon from the date of such advances, in like money, in
accordance with the following terms and provisions:
1. Lender hereby agrees to loan to Maker up to $5,000,000.00 to be
loaned in more than one advances (each, an "Advance") as entered on the
Schedule of Advances attached hereto as Schedule A (such borrowing, together
with additional loans made pursuant to Section 3 below, in the aggregate, the
"Loan"). Each Advance and each additional Loan made under Section 3 below,
shall bear interest at the Interest Rate from and including the date the
proceeds of such Advance are advanced (or in the case of Section 3 below the
date additional loans are made) (such date the "Funding Date" of such Advance)
through the date of payment.
2. Maker shall repay the Loan, together with all accrued and unpaid
interest thereon, on December 31, 2004. However, in the event Maker refinances
the First Mortgage Notes referred to in paragraph 3 hereof, then Maker shall
make a prepayment of all amounts due under this Note at the time of any such
refinancing.
3. The Interest Rate means, as to each Advance, an interest rate of 11
% per annum. Interest at the foregoing rate shall accrue and be compounded
quarterly and shall be payable only as provided in Section 4.9(x) of the
Indenture governing the issuance of Maker's $75,000,000.00 13% First Mortgage
Notes Due 2004 with Contingent Interest (the "First Mortgage Notes"). Interest
shall be computed for the actual number of days elapsed on the basis of a year
consisting of 360 days. Interest shall be paid on the first day of each
calendar quarter and shall be paid only by the issuance of additional notes
containing the identical provisions of this Note (each of which shall be
considered an "Advance" hereunder) unless and until interest is permitted to be
paid in cash in accordance with the Indenture governing the First Mortgage Notes
at which time interest shall be payable in cash on each interest payment date.
4. Maker hereby authorizes Lender to endorse on the Schedule of
Advances annexed to this Note all Advances made to the Maker and all payments of
principal amounts in respect of such Advances, which endorsements shall, in the
absence of manifest error, be conclusive as to the outstanding principal amount
of all Advances; provided, however, that the failure to make such notation with
respect to any Advances or payment shall not limit or otherwise affect the
obligations of Maker.
5. This Note is unsecured and is expressly subordinated to the payment
in full of all obligations (as defined in the Indenture of the Maker) with
respect to the First Mortgage Notes.
6. If any default occurs in the payment of any principal, interest or
any other sums when due hereunder, and such default continues for a period of
twenty (20) days after written notice thereof to Maker, then the outstanding
principal amount of the Loan, any interest accrued thereon from time to time,
and any other sums then remaining unpaid hereunder, at the option of the holder
hereof and without notice, shall become immediately due and payable. Failure to
exercise any such option shall not constitute a waiver of the right to exercise
the same at a later time or in the event of any subsequent default. Lender
shall have no right to accelerate payments pursuant to this provision prior to
the time the First Mortgage Notes are due or otherwise called, as the case may
be.
7. Maker and all endorsers, guarantors, hereby waive to the fullest
extent permitted by law presentment, demand, protest, notice of protest, notice
of dishonor and notice of any other kind in connection with this Note.
8. Maker agrees to pay all costs and out-of-pocket expenses (including,
but not limited to, reasonable attorneys' fees and expenses) incurred by Lender
in connection with the collection or enforcement of this Note.
9. This Note shall be construed in accordance with and governed by the
internal laws and decisions of Mississippi, without giving effect to Mississippi
choice of law principles.
10. The parties hereto intend and believe that each provision of this
Note complies with all applicable local, state and federal laws and judicial
decisions. However, if any provision or provisions, or if any portion of any
provision or provisions of this Note is found by a court of law to be in
violation of any applicable local, state or federal ordinance, statute law,
administrative or judicial decision, or public policy, and if such court should
declare such portion, provision or provisions of this Note to be illegal,
invalid, unlawful, void or unenforceable as written, then it is the intent of
all parties hereto that such portion, provision or provisions shall be given
force to the fullest possible extent that it or they are legal, valid and
enforceable, that the remainder of this Note shall be construed as if such
illegal, invalid, unlawful, void or unenforceable portion, provision or
provisions were not contained herein, and that the rights, obligations and
interest of Maker and holder hereof under the remainder of this Note shall
continue in full force and effect.
11. No modification, waiver, amendment, discharge or change of this
Note shall be valid unless the same is in writing and signed by the party
against which the enforcement of such modification, waiver, amendment, discharge
or change is sought.
12. Time is hereby declared to be of the essence of this Note and of
every part hereof.
13. This Note shall inure to the benefit of and shall be binding on the
parties hereto and their respective successors and assigns. Any reference to
the Lender shall be deemed to include and apply to every subsequent holder of
this Note.
IN WITNESS WHEREOF, Maker has caused this Note to be executed and delivered
as of the date first above written.
MAKER:
ISLE OF CAPRI BLACK HAWK, L.L.C.
By:_________________________________
Name:_______________________________
Title:________________________________
Address for Notice:
__________________________________
__________________________________
