Exh 10.10
OPERATING AGREEMENT ASSIGNMENT
THIS OPERATING AGREEMENT ASSIGNMENT, made and entered into effective as of
July 15, 1999 (the "Effective Date"), by and between Greater Dubuque Riverboat
Entertainment Company, L.C., an Iowa limited liability company, (hereinafter
called the "Assignor"), and Peninsula Gaming Company, LLC, a Delaware limited
liability company (hereinafter called "Assignee").
1. OPERATING AGREEMENT. Assignor and Assignee acknowledge that Assignor is
a party to a certain Operating Agreement dated February 22, 1993, as amended, by
and between Dubuque Racing Association, Ltd, ("DRA") and Greater Dubuque
Riverboat Entertainment Company, L.C. (the "Operating Agreement"), setting forth
the rights, duties and obligations of the parties with regard to excursion
gambling boat operations under Chapter 99F of the Iowa Code.
2. ASSIGNMENT. As of the Effective Date, Assignor hereby sells, assigns,
transfers and conveys unto Assignee, its successors and assigns, all of
Assignor's right, title and interest in and to the Operating Agreement. By its
execution hereof, Assignee agrees to assume and be bound by and timely perform,
observe, discharge and otherwise comply with each and every one of Assignor's
duties, obligations, covenants and undertakings under the Operating Agreement
accruing on or after the Effective Date.
3. INDEMNIFICATION. Assignor covenants to hold Assignee harmless from and
indemnify Assignee against any claim, loss, damage, cost and expense (including
reasonable attorneys' fees and court costs) that Assignee may incur from and
after the Effective Date as a result of the failure of Assignor to perform any
of its obligations with respect to the Operating Agreement up to the Effective
Date. Assignee covenants to hold Assignor harmless from and indemnify Assignor
against any claim, loss, damage, cost or expense (including reasonable
attorneys' fees and court costs) that Assignor may incur from and after the
Effective Date as a result of the failure of Assignee to perform any of its
obligations with respect to the Operating Agreement from and after the Effective
Date.
4. ASSIGNMENT. Assignor and Assignee acknowledge that DRA's consent to
this Assignment does not constitute a waiver of DRA's right to require approval
of any further assignment, in accordance with the Operating Agreement.
5. GOVERNING LAW. This Assignment shall be governed by and construed under
the laws of the State of Iowa.
6. BINDING EFFECT. The terms of this Assignment shall bind the parties
hereto and their successors in interest.
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7. MODIFICATION. This Assignment shall not be modified except if done in
writing and signed by both parties.
8. CONDITION PRECEDENT. The obligations of Assignor and Assignee under
this Assignment are subject to the closing of the sale and purchase by Assignee
of substantially all of the assets of Assignor pursuant to that certain Asset
Purchase and Sale Agreement, dated January 15, 1999, between Assignor and
Assignee.
IN WITNESS WHEREOF, the parties hereto have executed this Assignment as of
the day and year first above written.
Peninsula Gaming Company, L.L.C. Greater Dubuque Riverboat
Entertainment Company, L.C.
By: /s/ Xxxxxxx Xxxxxx By: /s/ Xxx Xxxxxxx
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Its: Its: Chairman, Management Comm.
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ASSIGNOR ASSIGNOR
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CONSENT
Dubuque Racing Association, Ltd. ("DRA"), a party to that certain Operating
Agreement dated February 22, 1993, as amended, with Greater Dubuque Riverboat
Entertainment Company, L.C., setting forth the respective rights, duties, and
obligations of the parties with regard to excursion gambling boat operations
under Chapter 99F of the Iowa Code, hereby consents to the assignment of the
Operating Agreement by Greater Dubuque Riverboat Entertainment Company, L.C. to
Peninsula Gaming Company, LLC. Further, DRA is not aware of any current default
on the Operating Agreement nor is DRA aware of any condition which would lead to
a default.
DUBUQUE RACING ASSOCIATION, LTD.
By: /s/ Xxx Xxxxxx Date Signed: 7-15-99
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Its: President
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