EXHIBIT 4.15
ENVIRONMENTAL INDEMNITY
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This Environmental Indemnity (as amended, modified or otherwise
supplemented from time to time, this "Indemnity") is made and entered into as of
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August 20, 1997, by and between Isle of Capri Black Hawk L.L.C., a Colorado
limited liability company (the "Indemnitor") and IBJ Xxxxxxxx Bank & Trust
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Company, as trustee (in such capacity, together with its successors in such
capacity, the "Trustee") under the Indenture referred to below for the holders
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(the "Holders") of the 13% First Mortgage Notes due 2004 With Contingent
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Interest (the "Notes") co-issued by the Indemnitor and Isle of Capri Black Hawk
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Capital Corp. ("Capital Corp." and, together with the Indemnitor, the
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"Issuers").
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RECITALS
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A. The Indemnitor is the present owner or lessee of the real property
included in the Collateral (together with all other property at any time owned,
leased or managed by the Indemnitor and (i) subject to a Lien in favor of the
Trustee or (ii) on which any equipment subject to a Lien in favor of the Trustee
is located (the "Trust Property")).
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B. Issuers and the Trustee are, contemporaneously with the execution
and delivery of this Indemnity, entering into a certain Indenture, dated as of
August 20, 1997, between the Issuers and the Trustee (as the same may be
supplemented, amended, restated and/or otherwise modified from time to time, the
"Indenture") pursuant to which the Issuers are issuing the Notes.
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C. The Holders have required, as a condition precedent to entering into
the Indenture, that the Indemnitor shall have executed and delivered this
Indemnity for the benefit of the Trustee and the ratable benefit of the Holders.
NOW, THEREFORE, the parties hereto agree as follows:
1. Recitals. The Recitals are incorporated herein by this reference.
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2. Definitions. Capitalized terms used herein but not otherwise defined
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shall have the meanings assigned to such terms in the Indenture. For purposes
of this Indemnity, the following terms have the meanings set forth below.
"Adjacent Property" means any property so situated as to pose a
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material risk that a Hazardous Material could spread onto the Trust Property.
"Contamination" means the release of any Hazardous Material.
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"Environmental Laws" collectively means and includes any and all
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present and, other than with respect to Section 3, future local, state and
federal law relating to the environment and environmental conditions, including,
without limitation, the Colorado Air Quality Control Act, Colo. Rev. Stat.
(S)(S) 25-7-101 et seq., the Colorado Water Quality Control Act, Colo. Rev.
Stat. (S)(S) 25-8-101 et seq., the Hazardous Waste Statute, Colo. Rev. Stat.
(S)(S) 00-00-000 et seq., the Hazardous Waste Sites Cleanup Statute, Colo. Rev.
Stat. (S)(S) 00-00-000
et seq., the Petroleum Storage Tank Statute, Colo. Rev. Stat. (S)(S) 8-20.5-101
et seq., the Radiation Control Act, Colo. Rev. Stat. (S)(S) 00-00-000 et seq.,
the Colorado Hazardous Substance Incidents Statute, Colo. Rev. Stat. (S)(S) 29-
22-101 et seq., the Colorado Hazardous Substances Act of 1973, Colo. Rev. Stat.
(S)(S) 25-5-501 et seq., the Resource Conservation and Recovery Act of 1976
("RCRA"), 42 U.S.C. (S) 6901 et seq., the Comprehensive Environmental Response,
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Compensation and Liability Act of 1980 ("CERCLA"), 42 U.S.C. (S)(S) 9601-9657,
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as amended by the Superfund Amendments and Reauthorization Act of 1986 ("XXXX"),
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the Hazardous Materials Transportation Act, 49 U.S.C. (S) 6901, et seq., the
Federal Water Pollution Control Act, 33 U.S.C. (S)(S) 1251 et seq., the Clean
Air Act, 42 U.S.C. (S)(S) 741 et seq., the Clean Water Act, 33 U.S.C. (S) 7401
et seq., the Toxic Substances Control Act, 15 U.S.C. (S)(S) 2601-2629, the Safe
Drinking Water Act, 42 U.S.C. (S)(S) 300f-300j, or any other similar federal,
state or local law of similar effect, each as amended, and any and all
regulations, orders, and decrees now or hereafter promulgated thereunder or any
and all common law requirements, rules and bases of liability regulating,
relating to or imposing liability or standards of conduct concerning pollution
or protection of human health or the environment, as now or may at any time
hereafter be in effect.
"Hazardous Materials" means (i) those substances deemed hazardous,
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toxic, contaminating or polluting under any Environmental Law or by any
governmental agency pursuant to any Environmental Law, including, without
limitation, asbestos, petroleum products or by-products (including, without
limitation, crude oil or any fraction thereof), the group of organic compounds
known as polychlorinated biphenyls, radon gas, urea formaldehyde, radioactive
materials, toxic, infectious, reactive, corrosive, ignitable or flammable
chemicals and chemicals known to cause cancer or reproductive toxicity; and
(ii) any items included in the definition of hazardous or toxic waste, materials
or substances under any Environmental Law.
"Material Adverse Effect" means any event, matter, condition or
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circumstance which (i) has or would reasonably be expected to have a material
adverse effect on the business, properties, results of operations, or financial
condition of the Indemnitor and its Subsidiaries taken as a whole; or (ii) would
materially impair the ability of the Indemnitor, or any other Person to perform
or observe its obligations under or in respect of the Indenture, this Indemnity,
any Collateral Document, or any other document entered into by the Indemnitor in
connection with foregoing, in whole or part, or (iii) affects the legality,
validity, binding effect or enforceability of any of the Indenture, any
Collateral Document, or any other document entered into by the Indemnitor in
connection with the foregoing, in whole or part, or the perfection or priority
of, or the ability to exercise remedies with respect to, a Lien granted to the
Trustee.
3. Representations and Warranties. Except as would not constitute a
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Material Adverse Effect and except as otherwise set forth on Schedule 3, (1) no
Hazardous Material has been installed, used, generated, manufactured, treated,
handled, refined, produced, processed, stored or disposed of in, on or under the
Trust Property, including, without limitation, the surface and subsurface waters
of the Trust Property, except in amounts normal in the ordinary course of
business of the Indemnitor as permitted under Section 4.13 of the Indenture;
(2) no activity has been undertaken on the Trust Property which would cause
(i) the Trust Property to become a hazardous waste treatment, storage or
disposal facility within the meaning of, or otherwise violate, any Environmental
Law, (ii) a release or threatened release of Hazardous Materials from
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the Trust Property within the meaning of, or otherwise violate, any
Environmental Law, or (iii) the discharge or emission of Hazardous Materials
which would require a permit under any Environmental Law that has not been
obtained and is in full force and effect; (3) no conditions with respect to the
Trust Property cause a violation or support a claim under any Environmental Law;
(4) no underground storage tanks or underground deposits of Hazardous Materials
are located on the Trust Property or have been located on the Trust Property and
subsequently removed or filled; (5) the Indemnitor has not received any notice
at any time that it is or was claimed to be in violation of or in non-compliance
with the conditions of any Environmental Law; and (6) there is not now pending
or threatened any action, judgment, claim, consent decree, judicial or
administrative orders or agreements, or governmental liens with respect to the
Indemnitor or any of its properties relating to any Environmental Law.
4. Covenants. The Indemnitor covenants: (i) that no Hazardous Materials
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shall be installed, used, generated, manufactured, treated, handled, refined,
produced, processed, stored or disposed of in, on or under the Trust Property,
except in amounts normal in the ordinary course of business of the Indemnitor as
permitted under Section 4.13 of the Indenture and in compliance with all
applicable rules, regulations and laws; (ii) that no activity shall be
undertaken on the Trust Property which would cause (A) the Trust Property to
become a hazardous waste treatment, storage or disposal facility, as such terms
are defined and classified under any Environmental Law, (B) a release or
threatened release of Hazardous Materials from the Trust Property in violation
of any Environmental Law, or (C) the discharge of Hazardous Materials into any
watercourse, body of surface or subsurface water or wetland, or the discharge
into the atmosphere of any Hazardous Materials that would require a permit under
any Environmental Law and for which no such permit has been issued; (iii) that
no activity shall be undertaken or permitted to be undertaken by the Indemnitor
on the Trust Property which would result in a violation under any Environmental
Law; and (iv) promptly following completion of any actions imposed upon the
Indemnitor under any Environmental Law, the Indemnitor shall obtain and deliver
to the Trustee, either (i) an environmental report in form and substance
acceptable to the Trustee from an environmental consultant acceptable to the
Trustee, stating that all required action has been taken, and that upon
completion of such action, the Trust Property is, to the knowledge of such
professional, then in compliance with applicable Environmental Laws, or (ii) a
statement from the governmental agency that required such action to the effect
that all required action has been taken to its satisfaction.
5. Indemnities. The Indemnitor hereby agrees to unconditionally
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indemnify, defend, and hold the Trustee and the Holders harmless against:
(1) any loss, liability, damage, expense or claim incurred in connection with,
arising out of, resulting from or incident to the application of any
Environmental Law to the Trust Property; (2) any breach of any representation or
warranty or the inaccuracy of any representation made by the Indemnitor in or
pursuant to this Indemnity; (3) any breach of any covenant or agreement made by
the Indemnitor in or pursuant to this Indemnity; (4) any liability or obligation
arising out of CERCLA, any equivalent state statute or any other Environmental
Law; and (5) any other loss, liability, damage, expense or claim which may be
incurred by or asserted against the Trustee or the Holders directly or
indirectly resulting from the presence of Hazardous Material on the Trust
Property.
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6. Duration of Indemnity. The duration of this Indemnity hereunder shall
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be perpetual and shall survive repayment of the Notes and/or the foreclosure of
the Deed of Trust. Notwithstanding the foregoing, this Indemnity shall not be
construed to impose liability on the Indemnitor for Hazardous Materials placed,
released or disposed of on the Trust Property through no fault of the Indemnitor
or its agents, employees or contractors (i) after the date of foreclosure or
sale, the acceptance by the Trustee of a deed in lieu of foreclosure,
(ii) during any period during which a receiver appointed upon the request or
petition of the Trustee is in possession of the Trust Property or the Trustee
operates the Trust Property as a mortgagee in possession.
7. Notices from the Indemnitor. The Indemnitor shall, promptly after
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obtaining knowledge thereof, advise the Trustee in writing of (i) any
governmental or regulatory actions instituted or threatened in writing under any
Environmental Law affecting the Trust Property or this Indemnity, including,
without limitation, any notice of inspection, abatement or noncompliance,
(ii) all claims made or threatened in writing by any third party against the
Indemnitor or the Trust Property relating to any Hazardous Material or a
violation of an Environmental Law with respect to the Trust Property and
(iii) the Indemnitor's discovery of any occurrence or condition on the Trust
Property or any Adjacent Property that could subject the Indemnitor or the Trust
Property to a claim under any Environmental Law or to any restrictions on
ownership, occupancy, transferability or use of the Trust Property under any
Environmental Law. The Indemnitor shall deliver to the Trustee such
documentation or records as the Trustee may reasonably request and that are
susceptible of being obtained by the Indemnitor relating to the Trust Property
in relation to any Environmental Law without undue cost or expense and without
the necessity for initiating legal proceedings to obtain the same.
8. Notice of Claims Against Indemnities. The Trustee agrees that it
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shall provide the Indemnitor with written notice of any claim or demand that the
Trustee has determined could give rise to a right of indemnification under this
Indemnity provided that the failure to give any such notice shall not limit
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Indemnitor's obligations hereunder. Such notice shall be given a reasonable
time after the Trustee becomes aware of the relevant facts and shall specify, to
the best of the Trustee's knowledge, the facts giving rise to the alleged claim,
and the amount, to the extent determinable, of liability for which indemnity is
asserted. The Indemnitor agrees that in any action, suit or proceeding brought
against the Trustee or any Holder of a Note, the Trustee or such Holder, as the
case may be, may be represented by counsel chosen by the Trustee or such Holder,
as the case may be, without affecting or otherwise impairing this Indemnity and,
to the extent fees and disbursements to such counsel are reasonably incurred in
protecting the Trustee's or such Holder's interests, to pay such fees and
disbursements. The Trustee agrees that, as to any action, suit or proceeding
for which the Indemnitor has acknowledged in writing and undertaken its
obligation to indemnify, defend and hold the Holders harmless with respect
thereto, the Trustee will not settle or otherwise compromise any such action,
suit or proceeding without the prior written consent of the Indemnitor, which
consent shall not be unreasonably withheld. If, as to any such action, suit or
proceeding for which the Indemnitor has acknowledged in writing and undertaken
their obligation to indemnify, defend and hold the Holders harmless with respect
thereto, without obtaining the prior written consent in writing of the
Indemnitor, the Trustee compromises or otherwise settles such action, suit or
proceeding, any such compromise or
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settlement without the consent of the Indemnitor shall not be binding upon the
Indemnitor. The Indemnitor agrees that it will not settle or compromise such
action, suit or proceeding without the Trustee's prior written consent, which
consent shall not be unreasonably withheld.
9. Payment of the Trustee's Expenses. If after notice of claim under
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Section 8 the Trustee retains counsel for advice or other representation in any
litigation, contest, dispute, suit or proceeding (whether instituted by the
Trustee, the Indemnitor, or any other party, including any governmental agency
charged with enforcement of any Environmental Law) in any way relating to this
Indemnity, or to enforce this Indemnity, then all of the reasonable attorneys'
fees arising from such services and all related expenses and court costs shall
be payable by the Indemnitor within 30 days after demand.
10. Assignment of Environmental Rights. (a) The Indemnitor
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unconditionally assigns, transfers, and sets over to the Trustee all of the
Indemnitor's claims and rights to the payment of damages that may arise from (A)
any Contamination on the Trust Property caused by the spread of such
Contamination from any Adjacent Property and/or (B) the violation of any
Environmental Law on any Adjacent Property (collectively, the "Assigned
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Environmental Rights"). If an Event of Default has occurred and is continuing,
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the Trustee shall have the right to elect either of the following options (which
election the Trustee may change from time to time):
(b) The Trustee may proceed against the owner of such Adjacent
Property (or the receiver, trustee, custodian, or other party) in the name of
the Indemnitor or in the Trustee's name as agent for the Indemnitor, at the sole
expense of the Indemnitor. The Indemnitor agrees to cooperate with the Trustee
in such action, execute any and all documents required in furtherance of such
action and reimburse the Trustee for all costs and expenses associated with such
action; or
(c) At the Trustee's option, the Indemnitor may proceed on the
Indemnitor's and the Trustee's behalf in which event the Trustee may participate
in any such proceedings, and at the Trustee's election, take over such
proceedings from the Indemnitor's, and the Indemnitor's from time to time shall
deliver to the Trustee all instruments that the Trustee requests or may require
to permit such participation.
(d) This assignment constitutes a present, irrevocable, and
unconditional assignment of the foregoing claims, rights, and remedies, and
shall continue in effect until the Obligations have been satisfied in full.
During the occurrence and continuance of an Event of Default, any amounts that
the Trustee receives as damages arising out of any Contamination of the Trust
Property or the violation of any Environmental Law shall be applied first to the
Trustee's costs and expenses (including, without limitation, reasonable
attorneys' fees including reasonable charges for in-house counsel) incurred in
connection with the exercise of the Assigned Environmental Rights; second, to
remediation of such contamination to levels that are reasonably acceptable to
all applicable regulators or agencies having jurisdiction over the Trust
Property; third to the Obligations to the extent outstanding; and finally, the
remaining amounts, if any, to the person or persons legally entitled thereto.
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11. Environmental Inspections. The Trustee may enter the Trust Property
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at any time to ascertain its environmental condition and in so doing may sample
building materials, take soil samples and/or test borings, and otherwise inspect
the Trust Property. The Trustee shall conduct such inspection in a reasonable
manner so as to not unduly disrupt the operation of the Indemnitor and its
contractors.
12. Obligations Absolute; Waivers. The obligations of the Indemnitor
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hereunder shall remain in full force without regard to, and shall not be
impaired by the following, any of which may be taken in such manner, upon such
terms and at such times as the Trustee, in accordance with the terms of the
Indenture, this Indemnity, any Collateral Document, or any other document
entered into by the Indemnitor in connection with the foregoing, deems
advisable, without the consent of, or notice to, the Indemnitor (except to the
extent that it may be entitled to consent or notice, in its capacity as an
Issuer), nor shall any of the following give the Indemnitor any recourse or
right of action against the Trustee or any holder of a Note: (i) any express or
implied amendment, modification, renewal, addition, supplement, extension or
acceleration of or to the Notes or the Indenture, this Indemnity, any Collateral
Document, or any other document entered into by the Indemnitor in connection
with the foregoing (including, without limitation, this Indemnity); (ii) any
exercise or non-exercise by the Trustee of any right or privilege under the
Indenture, this Indemnity, any Collateral Document, or any other document
entered into by the Indemnitor in connection with the foregoing; (iii) any
bankruptcy, insolvency, reorganization, composition, adjustment, dissolution,
liquidation or other like proceeding relating to the Indemnitor, or any
affiliate of the Indemnitor, or any action taken with respect to this Indemnity
by any trustee or receiver, or by any court, in any such proceeding, whether or
not the Indemnitor shall have had notice or knowledge of any of the foregoing;
(iv) any release, waiver or discharge of the Indemnitor or any endorser or other
guarantor from liability under any of the Indenture, this Indemnity, any
Collateral Document, or any other document entered into by the Indemnitor in
connection with the foregoing or the Indemnitor's grant to the Trustee of a
security interest, lien or encumbrance in any of the Indemnitor's property;
(v) any subordination, compromise, settlement, release (by operation of law or
otherwise), discharge, compound, collection, or liquidation of the Indenture,
this Indemnity, any Collateral Document, or any other document entered into by
the Indemnitor in connection with the foregoing or any collateral described in
the Indenture, this Indemnity, any Collateral Document, or any other document
entered into by the Indemnitor in connection with the foregoing or otherwise, or
any substitution with respect thereto; (vi) any assignment or other transfer of
the Indenture, this Indemnity, any other Collateral Document, or any other
document entered into by the Indemnitor in connection with the foregoing, in
whole or in part; (vii) any acceptance of partial performance of any of the
obligations of the Indemnitor under the Indenture, this Indemnity, any other
Collateral Document, or any other document entered into by the Indemnitor in
connection with the foregoing; (viii) any consent to the transfer of any
collateral described in the Indenture, this Indemnity, any Collateral Document,
or any other document entered into by the Indemnitor in connection with the
foregoing or otherwise; and (ix) any bid or purchase at any sale of the
collateral described in the Indenture, this Indemnity, any Collateral Document,
or any other document entered into by the Indemnitor in connection with the
foregoing.
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The Indemnitor unconditionally waives any defense to the enforcement of
this Indemnity, including, without limitation: (1) all presentments, demands,
demands for performance, notices of nonperformance, protests, notices of
protest, dishonor, nonpayment, partial payment or default, notices of acceptance
of this Indemnity and all other notices and formalities to which the Indemnitor
may be entitled; (2) any right to require the Trustee to proceed against the
Indemnitor in its capacity as an Issuer, or any guarantor or to proceed against
or exhaust any collateral described in the Indenture, this Indemnity, any
Collateral Document, or any other document entered into by the Indemnitor in
connection with the foregoing or to pursue any other remedy whatsoever; (3) the
defense of any statute of limitations affecting the liability of the Indemnitor
hereunder, the liability of the Indemnitor or any guarantor under the Indenture,
this Indemnity, any Collateral Document, or any other document entered into by
the Indemnitor in connection with the foregoing, or the enforcement hereof, to
the extent permitted by law; (4) any defense arising by reason of any invalidity
or unenforceability of the Indenture, this Indemnity, any Collateral Document,
or any other document entered into by the Indemnitor in connection with the
foregoing or any disability of the Indemnitor or any guarantor or of the manner
in which the Trustee has exercised its remedies under the Indenture, this
Indemnity, any Collateral Document, or any other document entered into by the
Indemnitor in connection with the foregoing; (5) any defense based upon any
election of remedies by the Trustee, including, without limitation, any election
to proceed by judicial or nonjudicial foreclosure of any security, whether real
property or personal property security, or by deed in lieu thereof, and whether
or not every aspect of any foreclosure sale is commercially reasonable, or any
election of remedies (including, but not limited to, remedies relating to real
property or personal property security) that destroys or otherwise impairs the
subrogation rights of the Indemnitor or the rights of the Indemnitor to proceed
against any other indemnitor or any other guarantor for reimbursement, or both;
(6) any duty of the Trustee to advise the Indemnitor of any information known to
the Trustee regarding the financial condition of the Indemnitor or any guarantor
or of any other circumstance affecting the Indemnitor's or any guarantor's
ability to perform its obligations to the Trustee, it being agreed that the
Indemnitor assumes the responsibility for being and keeping informed regarding
such condition or any such circumstances; (7) any right of subrogation and any
rights to enforce any remedy that the Trustee now has or may hereafter have
against the Indemnitor or any guarantor and any benefit of, and any right to
participate in, any security now or hereafter held by the Holders, until all
obligations under the Indenture, this Indemnity, any Collateral Document, or any
other document entered into by the Indemnitor in connection with the foregoing
have been fully paid and performed; and (8) to the extent permitted by law, any
right to assert against the Trustee or any holder of a Note any legal or
equitable defense, counterclaim, set-off or crossclaim that it may now or at any
time or times hereafter have against any other indemnitor.
13. No Waiver. The Indemnitor's obligations hereunder shall in no way be
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impaired, reduced or released by reason of the Trustee's omission or delay to
exercise any right described herein or in connection with any notice (except for
notices required of the Trustee pursuant to this Indemnity), demand, warning or
claim regarding violations of any Environmental Laws governing the Trust
Property.
14. Recourse. The Indemnitor agrees that the indemnities hereunder are
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separate, independent of and in addition to the Indemnitor's undertakings under
the Indenture, any
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Collateral Document, or any other document entered into by the Indemnitor in
connection with the foregoing. The Indemnitor agrees that a separate action may
be brought to enforce the provisions of this Indemnity, which shall in no way be
deemed to be an action on the Notes, whether or not the Trustee would be
entitled to a deficiency judgment following a judicial foreclosure or sale under
any Deed of Trust.
The Indemnitor waives any right to require that any action be brought by
the Trustee or any holder of a Note against the Indemnitor or any other Person,
or that any other remedy under the Indenture, this Indemnity, any other
Collateral Document, or any other document entered into by the Indemnitor in
connection with the foregoing be exercised. The Trustee may, at its option,
proceed against the Indemnitor in the first instance to collect monies when due
or to obtain performance under this Indemnity, without first proceeding against
the Indemnitor or any other indemnitor or any other Person and without first
resorting to any other indemnity, the Indenture, this Indemnity, any Collateral
Document, or any other document entered into by the Indemnitor in connection
with the foregoing or any other remedy under the Indenture, this Indemnity, any
Collateral Document, or any other document entered into by the Indemnitor in
connection with the foregoing.
15. Successors and Assigns. Subject to the provisions of Section 6, this
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Indemnity shall be continuing, irrevocable and binding on the Indemnitor and its
successors and assigns, and this Indemnity shall be binding upon and shall inure
to the benefit of the Trustee and each holder of a Note and their respective
successors and assigns. The death or dissolution of the Indemnitor shall not
affect this Indemnity or any of the Indemnitor's obligations hereunder. It is
agreed by the Indemnitor that its liabilities hereunder are not contingent on
the signature of any other indemnitor under any other indemnity.
16. Notices. All notices, demands and other communications under this
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Indemnity shall be given in accordance with Section 11.2 of the Indenture.
17. Entire Agreement. This Indemnity constitutes the entire agreement
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among the parties with respect to the subject matter hereof and supersedes all
prior agreements and understandings, both written and oral, between the parties
with respect to the subject matter contained in this Indemnity.
18. Amendment and Waiver. This Indemnity may not be amended except by a
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writing signed by all the parties, nor shall observance of any term of this may
be waived except with the written consent of the Trustee.
19. Governing Law. This Indemnity shall be governed and construed as to
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interpretation, enforcement, validity, construction, effect and in all other
respects by the laws, statutes and decisions of the State of Colorado without
regard to the principles of conflict of laws thereof.
20. Counterparts. This Indemnity may be executed in any number of
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counterparts, each of which shall be deemed an original, and all of which taken
together shall constitute one and the same agreement.
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21. Severability. All provisions contained in this Indemnity are
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severable and the invalidity or unenforceability of any provision shall not
affect or impair the validity or enforceability of the remaining provisions of
this Indemnity.
22. Headings. The descriptive headings of the Sections of this Indemnity
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are inserted for convenience only and do not constitute a part of this
Indemnity.
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IN WITNESS WHEREOF, this Environmental Indemnity has been executed as
of the date first above written.
TRUSTEE: IBJ XXXXXXXX BANK & TRUST COMPANY
By: /s/ Xxxxxxx X. Xxxxx
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Name: Xxxxxxx X. Xxxxx
Title: Vice President
INDEMNITOR: ISLE OF CAPRI BLACK HAWK L.L.C.
By: /s/ Xxxxx X. Xxxxxxx
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Name: Xxxxx X. Xxxxxxx
Title: Secretary
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SCHEDULE 3
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1. Administrative Order on Consent for Removal Action filed before Region VIII
of the EPA recorded June 20, 1995.
2. Clear Creek/Central City Superfund Site Five-year Review Report prepared by
Region VIII of the EPA, dated March, 1994.
3. Final Design for Clay County Mine and Mill and the National Tunnel Sites
Reclamation, Black Hawk, Colorado, prepared by Xxxxxx Associates, Inc., dated
February 1995.
4. Final Report of National Tunnel Project, Black Hawk, Colorado, dated July 4,
1994.
5. Quality Assurance Monitoring Report from Xxxxxx Associates, Inc., dated July
1996.
6. Phase I Environmental Audit from X.X. Xxxxx & Associates Inc., dated
September 5, 1995.
7. Performance of Remedial Response Activities at Uncontrolled Hazardous Waste
Sites (REM II), Draft Remedial Investigation, dated June 8, 1987.
8. Report of a Phase I Environmental Site Assessment from Xxxxxxx Environmental
Consultants, Inc., dated June 1997.
9. Site Information Document Control System Printout for Clear Creek/Central
City from Region VIII of the EPA
10. Letter from Xxxxxxx Environmental to Xxxxxx Xxxxx dated June 12, 1997.
11. Correspondence with Environmental Protection Agency, and reports and
remedial plans, regarding National Tunnel Discharge, Wetland Mitigation Site.
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