Rainbow Casino-Vicksburg Partnership, L.P. Sample Contracts

THIRD AMENDED AND RESTATED OPERATING AGREEMENT OF ISLE OF CAPRI BLACK HAWK, L.L.C.
Operating Agreement • July 14th, 2011 • Rainbow Casino-Vicksburg Partnership, L.P. • Services-miscellaneous amusement & recreation • Colorado

This Third Amended and Restated Operating Agreement of ISLE OF CAPRI BLACK HAWK, L.L.C. (this “Agreement”), effective as of January 25, 2008, is entered into by Casino America of Colorado, Inc., a Colorado corporation, and Black Hawk Holdings, L.L.C., a limited liability company (together, the “Members”), and Allan B. Solomon, Virginia McDowell and Bernard Goldstein (collectively, the “Managers”). The Members and the Managers, by execution of this Agreement, hereby continue a limited liability company pursuant to and in accordance with the Colorado Limited Liability Company Act (the “Act”) and hereby agree as follows:

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LIMITED LIABILITY COMPANY AGREEMENT OF IOC-VICKSBURG, L.L.C.
Limited Liability Company Agreement • July 14th, 2011 • Rainbow Casino-Vicksburg Partnership, L.P. • Services-miscellaneous amusement & recreation • Delaware

This LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of IOC-Vicksburg, L.L.C. (the “Company”) is entered into as of March 25, 2010 by IOC-Vicksburg, Inc., a Delaware corporation, as the sole member (the “Member”) of the Company pursuant to the provisions of the Delaware Limited Liability Company Act (as amended from time to time, the “Act”), on the following terms and conditions:

SECOND AMENDED AND RESTATED OPERATING AGREEMENT OF IOC-CARUTHERSVILLE, LLC
Operating Agreement • July 14th, 2011 • Rainbow Casino-Vicksburg Partnership, L.P. • Services-miscellaneous amusement & recreation • Missouri

This Second Amended and Restated Operating Agreement of IOC-CARUTHERSVILLE LLC (this “Agreement”), dated as of June 12, 2007, is entered into by Isle of Capri Casinos, Inc., a Delaware corporation, as the sole member (the “Member”), and Allan Solomon, Timothy Hinkley and Bernard Goldstein (collectively, the “Managers”). The Member and the Managers, by execution of this Agreement, hereby continue a limited liability company pursuant to and in accordance with the Missouri Limited Liability Company Act (the “Act”) and hereby agrees as follows:

LIMITED LIABILITY COMPANY AGREEMENT OF IOC SERVICES, L.L.C.
Limited Liability Company Agreement • July 14th, 2011 • Rainbow Casino-Vicksburg Partnership, L.P. • Services-miscellaneous amusement & recreation • Delaware

THIS LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”), effective as of the 15 day of October, 2002, is entered into by and among IOC SERVICES, L.L.C., a Delaware limited liability company (the “Company”), and Isle of Capri Casinos, Inc., a Delaware corporation, the Company’s sole member on the date hereof (Isle of Capri Casinos, Inc., together with those individuals and entities admitted as members from time to time subsequent to the date hereof in accordance with the terms herein, shall collectively be referred to herein as “Members”). The Company and the Members hereby recite and agree as follows:

OPERATING AGREEMENT OF IOC — BLACK HAWK DISTRIBUTION COMPANY, LLC A COLORADO LIMITED LIABILITY COMPANY
Operating Agreement • July 14th, 2011 • Rainbow Casino-Vicksburg Partnership, L.P. • Services-miscellaneous amusement & recreation • Colorado

THIS OPERATING AGREEMENT is made as of the 22 day of February, 2002 by the ISLE OF CAPRI BLACK HAWK, L.L.C., a Colorado limited liability company, as the sole managing member (the “Member”) of IOC — Black Hawk Distribution Company, LLC, a Colorado limited liability company (the “Company”).

OPERATING AGREEMENT OF BLACK HAWK HOLDINGS, L.L.C.
Operating Agreement • July 14th, 2011 • Rainbow Casino-Vicksburg Partnership, L.P. • Services-miscellaneous amusement & recreation • Colorado

This Operating Agreement of BLACK HAWK HOLDINGS, L.L.C. (this “Agreement”), dated as of January 23, 2008, is entered into by Casino America of Colorado, Inc., a Colorado corporation, as the sole member (the “Member”), and Allan B. Solomon, Virginia McDowell and Bernard Goldstein (collectively, the “Managers”). The Member and the Managers, by execution of this Agreement, hereby continue a limited liability company pursuant to and in accordance with the Colorado Limited Liability Company Act (the “Act”) and hereby agree as follows:

RAINBOW CASINO-VICKSBURG PARTNERSHIP, L.P. (A Mississippi Limited Partnership)
Limited Partnership Agreement • July 14th, 2011 • Rainbow Casino-Vicksburg Partnership, L.P. • Services-miscellaneous amusement & recreation • Mississippi

THIS AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP, dated as of June 8, 2010 (the “Agreement”), is entered into by and between IOC-Vicksburg, Inc. (d/b/a IOC-Vicksburg GP, Inc.), a Delaware corporation (“General Partner”), as general partner and IOC-Vicksburg, L.L.C., a Delaware limited liability company, as limited partner (“Limited Partner”).

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