SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • August 16th, 2005 • Peninsula Gaming, LLC • Services-amusement & recreation services • New York
This SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is entered into as of July 12, 2005, among DIAMOND JO, LLC (formerly known as Peninsula Gaming Company, LLC), a Delaware limited liability company (“DJL”), THE OLD EVANGELINE DOWNS, L.L.C., a Louisiana limited liability company (“OED”), DIAMOND JO WORTH, LLC, a Delaware limited liability company (“DJW”, and together with OED and DJL, referred to hereinafter each individually as a “Borrower”, and individually and collectively, as “Borrowers”), the Lenders (as defined in the hereinafter defined Loan Agreement) signatories hereto, and WELLS FARGO FOOTHILL, INC., a California corporation, as the arranger and agent for the Lenders (“Agent”).
MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • August 16th, 2005 • Peninsula Gaming, LLC • Services-amusement & recreation services • New York
THIS MANAGEMENT SERVICES AGREEMENT (this “Agreement”) is made and entered into as of the 19th day of July, 2005, by and between Diamond Jo Worth, LLC., a Delaware limited liability company (“Owner”) and Peninsula Gaming Partners, LLC, a Delaware limited liability company (“PGP”, or the “Operator”).
PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • August 16th, 2005 • Peninsula Gaming, LLC • Services-amusement & recreation services • New York
This PLEDGE AND SECURITY AGREEMENT, dated as of July 19, 2005 (this “Agreement”), among Diamond Jo Worth, LLC, a Delaware limited liability company (the “Company”), Diamond Jo Worth Corp., a Delaware corporation (“DJW Corp.” and, together with the Company, the “Issuers”), Diamond Jo Worth Holdings, LLC, a Delaware limited liability company (“Parent”), and each Subsidiary Guarantor (as defined in the Indenture referred to below) from time to time party hereto pursuant to Section 5.2 (the Issuers, Parent and each such Subsidiary Guarantor, each a “Debtor” and collectively, the “Debtors”), and U.S. Bank National Association, as Trustee (together with any successor Trustee pursuant to the terms of the Indenture, the “Secured Party”), acting in the capacity of collateral agent for the benefit of itself and the Holders.
AMENDED AND RESTATED MORTGAGE, ASSIGNMENT OF RENTS, SECURITY AGREEMENT AND FIXTURE FINANCING STATEMENT FROM DIAMOND JO WORTH, LLC TO U.S. BANK NATIONAL ASSOCIATION, AS TRUSTEESecurity Agreement and Fixture Financing Statement • August 16th, 2005 • Peninsula Gaming, LLC • Services-amusement & recreation services • Iowa
This AMENDED AND RESTATED MORTGAGE, ASSIGNMENT OF RENTS, SECURITY AGREEMENT AND FIXTURE FINANCING STATEMENT (this “Mortgage”) is made as of July 19, 2005 between DIAMOND JO WORTH, LLC, a Delaware limited liability company (the “Company”), and U.S. BANK, NATIONAL ASSOCIATION, as trustee (the “Trustee”) under the Indenture dated as of July 19, 2005 (the “Indenture”) among the Company and Diamond Jo Worth Corp., a Delaware corporation, each as Issuer (“Capital” and, together with the Company, the “Issuers”) and the Trustee.
DIAMOND JO WORTH, LLC DIAMOND JO WORTH CORP. $40,000,000 11% Senior Secured Notes due 2012 PURCHASE AGREEMENTPurchase Agreement • August 16th, 2005 • Peninsula Gaming, LLC • Services-amusement & recreation services • New York
Each of Diamond Jo Worth, LLC, a Delaware limited liability company (the “Company”), Diamond Jo Worth Corp., a Delaware corporation (“DJW Corp.” and, together with the Company, the “Issuers”), (solely with respect to Sections 5(i), 6(c), 6(g), 6(h), 6(k), 6(n), 6(o), 6(p), 6(q), 6(y), 8 and 11), Diamond Jo Worth Holdings, LLC, a Delaware limited liability company (“Parent”), and (solely with respect to Sections 6(c), 6(g), 6(h), 6(o), 6(p), 6(q), 8 and 11) Diamond Jo, LLC, a Delaware limited liability company (“DJL”), hereby agrees with you as follows:
