SUPPLEMENTAL INDENTURE TO BE DELIVERED BY DIAMOND JO WORTH CORP.Supplemental Indenture • November 15th, 2005 • Peninsula Gaming, LLC • Services-amusement & recreation services • New York
Supplemental Indenture (this “Supplemental Indenture”), dated as of June 30, 2005, among Diamond Jo Worth Corp., a Delaware corporation (the “Guaranteeing Subsidiary”), Peninsula Gaming, LLC, a Delaware limited liability company (“Parent Issuer”), Diamond Jo, LLC, a Delaware limited liability company (the “Company”), and Peninsula Gaming Corp., a Delaware corporation (f/k/a The Old Evangeline Downs Capital Corp.) (“Gaming” and, together with Parent Issuer and the Company, the “Issuers”), and U.S. Bank National Association, as trustee under the Indenture referred to below (the “Trustee”).
ContractMortgage, Assignment of Rents, Security Agreement and Fixture Financing Statement • November 15th, 2005 • Peninsula Gaming, LLC • Services-amusement & recreation services • Iowa
THIS INSTRUMENT WAS PREPARED BY, AND WHEN RECORDED SHOULD BE RETURNED TO: Shannon C. Baxter, Esq., Paul, Hastings, Janofsky & Walker LLP, 600 Peachtree Street, Suite 2400, Atlanta, Georgia 30308 (404) 815-2150
SUPPLEMENT TO SECURITY AGREEMENTSupplement to Security Agreement • November 15th, 2005 • Peninsula Gaming, LLC • Services-amusement & recreation services
This SUPPLEMENT TO SECURITY AGREEMENT, dated June 30, 2005 is delivered by the undersigned in favor of 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, pursuant to the Pledge and Security Agreement, dated as of April 16, 2004 (as it may be from time to time amended, restated, modified or supplemented, the “Security Agreement”), among Diamond Jo, LLC, a Delaware limited liability company (“DJL”), Peninsula Gaming Corp., a Delaware corporation (f/k/a The Old Evangeline Downs Capital Corp.) (“Gaming”), OED Acquisition, LLC, a Delaware limited liability company (“OEDA”), Peninsula Gaming Corporation, a Delaware corporation (“PG Corp.”), The Old Evangeline Downs, L.L.C., a Louisiana limited liability company (“OED”), and each additional Guarantor (as defined in the Indenture referred to therein) and Issuer (as defi
RECORDING REQUESTED BY, AND WHEN RECORDED RETURN TO: Paul, Hastings, Janofsky & Walker LLPSubordination Agreement • November 15th, 2005 • Peninsula Gaming, LLC • Services-amusement & recreation services • Iowa
ACKNOWLEDGMENT AND AGREEMENTStock Pledge Agreement • November 15th, 2005 • Peninsula Gaming, LLC • Services-amusement & recreation services
Diamond Jo Worth, LLC, a Delaware limited liability company (the “Pledged Company”) hereby (i) acknowledges receipt of a fully executed copy of the foregoing Stock Pledge Agreement, dated as of June 16, 2004, as amended by that certain First Amendment to Pledge Agreement dated as of November 10, 2004 and as supplemented by that certain Stock Pledge Agreement Supplement dated as of even date herewith (the “Supplement”) (as amended, restated, supplemented or otherwise modified from time to time, the “Agreement”; capitalized terms used herein without definition have the meanings provided therein), made by the Pledgors in favor of Wells Fargo Foothill, Inc., as Agent; (ii) consents and agrees to the pledge by the Pledgors of the Pledged Collateral pursuant to the Agreement and to all of the other terms and provisions of the Agreement; (iii) represents and warrants that it has no knowledge, prior to giving effect to this acknowledgment, of any lien, restriction or adverse claim of any kind
STOCK PLEDGE AGREEMENT SUPPLEMENTStock Pledge Agreement Supplement • November 15th, 2005 • Peninsula Gaming, LLC • Services-amusement & recreation services
This Stock Pledge Agreement Supplement, dated as of May 13, 2005, is delivered pursuant to Section 4(a) of the Pledge Agreement described below. The undersigned hereby agrees that this Pledge Agreement Supplement may be attached to the Stock Pledge Agreement dated as of June 16, 2004 (as amended, restated, supplemented or otherwise modified from time to time, the “Pledge Agreement”; the terms defined therein and not otherwise defined herein are used herein as therein defined), among each of the parties listed on the signature pages thereto as pledgors and those additional entities that thereafter become parties thereto as pledgors (collectively, the “Pledgors”) and Wells Fargo Foothill, Inc., as agent for the Lenders (as defined in the Loan Agreement) (the “Agent”), pursuant to the Loan Agreement, and that the additional interests listed on Schedule 1(a) of this Pledge Agreement Supplement shall be and become part of the Pledged Interests pledged by the Pledgors to the Agent in the Ple
ACKNOWLEDGMENTIntercreditor Agreement • November 15th, 2005 • Peninsula Gaming, LLC • Services-amusement & recreation services
The undersigned hereby acknowledges that (a) it has received a copy of the foregoing Intercreditor Agreement, dated as of April 16, 2004 (the “Intercreditor Agreement”; undefined capitalized terms used in this Acknowledgment have the meanings assigned to them in the Intercreditor Agreement), by and among U.S. Bank National Association, as Trustee and Secured Party, and Wells Fargo Foothill, Inc., as Credit Facility Lender (as defined below), and consents thereto, and agrees to recognize all rights granted thereby to the Parties, and will not do any act or perform any obligation that is not in accordance with the agreements set forth in such Intercreditor Agreement; and (b) it is not an intended beneficiary or third party beneficiary under the Intercreditor Agreement.
SECOND AMENDMENT TO FIRST PREFERRED SHIP MORTGAGEFirst Preferred Ship Mortgage • November 15th, 2005 • Peninsula Gaming, LLC • Services-amusement & recreation services • Maritime
This SECOND AMENDMENT TO FIRST PREFERRED SHIP MORTGAGE (this “Amendment”) is entered into as of July 12, 2005, between DIAMOND JO, LLC (formerly known as Peninsula Gaming Company, LLC), a Delaware limited liability company (the “Shipowner”), and WELLS FARGO FOOTHILL, INC., a California corporation, as the arranger and agent for the Lenders (“Agent”; Agent, together with its successors and assigns, is referred to herein as the “Mortgagee”).
FIRST AMENDMENT TO INTERCOMPANY SUBORDINATION AGREEMENTIntercompany Subordination Agreement • November 15th, 2005 • Peninsula Gaming, LLC • Services-amusement & recreation services • New York
This FIRST AMENDMENT TO INTERCOMPANY SUBORDINATION AGREEMENT (this “Amendment”) is entered into as of May 13, 2005, among THE OLD EVANGELINE DOWNS, L.L.C., a Louisiana limited liability company (“OED”), DIAMOND JO WORTH, LLC, a Delaware limited liability company (“DJW”), DIAMOND JO, LLC (formerly known as Peninsula Gaming Company, LLC), a Delaware limited liability company (“DJO”; together with OED and DJW, hereinafter collectively referred to as the “Borrowers” and each individually, a “Borrower”), PENINSULA GAMING CORP. (formerly known as The Old Evangeline Downs Capital Corp.), a Delaware corporation (“OED Capital”), PENINSULA GAMING, LLC, a Delaware limited liability company (“Peninsula Gaming”), OED ACQUISITION, LLC, a Delaware limited liability company (“OEDA”), and WELLS FARGO FOOTHILL, INC., a California corporation, as agent for the Lenders (as defined in the Senior Loan Agreement defined below) (“Agent”).
BORROWER SUPPLEMENT NO. 1Loan and Security Agreement • November 15th, 2005 • Peninsula Gaming, LLC • Services-amusement & recreation services
Reference is made to that certain Loan and Security Agreement dated as of June 16, 2004, as amended by that certain First Amendment to Loan and Security Agreement dated as of November 10, 2004 (as heretofore amended and as otherwise amended, restated, supplemented or modified from time to time, the “Loan Agreement”; capitalized terms used herein without definition shall have the meanings ascribed thereto in the Loan Agreement), 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, and together with DJL, referred to hereinafter each individually as a “Borrower”, and collectively, as “Borrowers”), Lenders signatories thereto, and WELLS FARGO FOOTHILL, INC., a California corporation, as the arranger and agent for the Lenders (“Agent”).
SUPPLEMENT TO SECURITY AGREEMENTSupplement to Security Agreement • November 15th, 2005 • Peninsula Gaming, LLC • Services-amusement & recreation services
This SUPPLEMENT TO SECURITY AGREEMENT, dated June 30, 2005 is delivered by the undersigned in favor of 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, pursuant to the Pledge and Security Agreement, dated as of April 16, 2004 (as it may be from time to time amended, restated, modified or supplemented, the “Security Agreement”), among Diamond Jo, LLC, a Delaware limited liability company (“DJL”), Peninsula Gaming Corp., a Delaware corporation (f/k/a The Old Evangeline Downs Capital Corp.) (“Gaming”), OED Acquisition, LLC, a Delaware limited liability company (“OEDA”), Peninsula Gaming Corporation, a Delaware corporation (“PG Corp.”), The Old Evangeline Downs, L.L.C., a Louisiana limited liability company (“OED”), and each additional Guarantor (as defined in the Indenture referred to therein) and Issuer (as defi
ACKNOWLEDGMENTIntercreditor Agreement • November 15th, 2005 • Peninsula Gaming, LLC • Services-amusement & recreation services
The undersigned hereby acknowledges that (a) it has received a copy of the foregoing Intercreditor Agreement, dated as of April 16, 2004 (the “Intercreditor Agreement”; undefined capitalized terms used in this Acknowledgment have the meanings assigned to them in the Intercreditor Agreement), by and among U.S. Bank National Association, as Trustee and Secured Party, and Wells Fargo Foothill, Inc., as Credit Facility Lender (as defined below), and consents thereto, and agrees to recognize all rights granted thereby to the Parties, and will not do any act or perform any obligation that is not in accordance with the agreements set forth in such Intercreditor Agreement; and (b) it is not an intended beneficiary or third party beneficiary under the Intercreditor Agreement.
CASH COLLATERAL AND DISBURSEMENT AGREEMENT among U.S. BANK NATIONAL ASSOCIATION, as the Disbursement Agent, U.S. BANK NATIONAL ASSOCIATION, as the Trustee, and DIAMOND JO WORTH, LLC and DIAMOND JO WORTH CORP., together, as the Issuers Dated as of July...Cash Collateral and Disbursement Agreement • November 15th, 2005 • Peninsula Gaming, LLC • Services-amusement & recreation services • New York
THIS CASH COLLATERAL AND DISBURSEMENT AGREEMENT (as amended, supplemented or otherwise modified from time to time, this “Agreement”) is dated as of July 19, 2005, by and among U.S. Bank National Association, having an office at 60 Livingston Avenue, St. Paul, Minnesota 55107, as trustee (together with its successors and assigns, the “Trustee”) under the Indenture (as defined below), U.S. Bank National Association, as disbursement agent (together with its successors and assigns, the “Disbursement Agent”), Diamond Jo Worth, LLC, a Delaware limited liability company (the “Company”), and Diamond Jo Worth Corp., a Delaware corporation (“DJW Corp.” and, together with the Company, the “Issuers”).
ACKNOWLEDGMENTIntercreditor Agreement • November 15th, 2005 • Peninsula Gaming, LLC • Services-amusement & recreation services
The undersigned hereby acknowledges that (a) it has received a copy of the Intercreditor Agreement, dated as of April 16, 2004 (the “Intercreditor Agreement”; undefined capitalized terms used in this Acknowledgment have the meanings assigned to them in the Intercreditor Agreement), by and among U.S. Bank National Association, as Trustee, and Wells Fargo Foothill, Inc., as FF&E Agent, OED Lender, DJL Lender and New Revolver Agent, and consents thereto, and agrees to recognize all rights granted thereby to the Parties, and will not do any act or perform any obligation that is not in accordance with the agreements set forth in such Intercreditor Agreement; and (b) it is not an intended beneficiary or third party beneficiary under the Intercreditor Agreement (other than with respect to Section 4.4 and the proviso to Section 5.5 thereof).
SUPPLEMENT TO SECURITY AGREEMENTSupplement to Security Agreement • November 15th, 2005 • Peninsula Gaming, LLC • Services-amusement & recreation services
This SUPPLEMENT TO SECURITY AGREEMENT, dated June 30, 2005 is delivered by the undersigned in favor of 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, pursuant to the Pledge and Security Agreement, dated as of April 16, 2004 (as it may be from time to time amended, restated, modified or supplemented, the “Security Agreement”), among Diamond Jo, LLC, a Delaware limited liability company (“DJL”), Peninsula Gaming Corp., a Delaware corporation (f/k/a The Old Evangeline Downs Capital Corp.) (“Gaming”), OED Acquisition, LLC, a Delaware limited liability company (“OEDA”), Peninsula Gaming Corporation, a Delaware corporation (“PG Corp.”), The Old Evangeline Downs, L.L.C., a Louisiana limited liability company (“OED”), and each additional Guarantor (as defined in the Indenture referred to therein) and Issuer (as defi
ELEVENTH AMENDMENT TO OPERATING AGREEMENTOperating Agreement • November 15th, 2005 • Peninsula Gaming, LLC • Services-amusement & recreation services
THIS ELEVENTH AMENDMENT TO OPERATING AGREEMENT is made and entered into effective as of the 31st day of May, 2005, by and between DUBUQUE RACING ASSOCIATION, LTD., an Iowa non-profit corporation (hereinafter referred to as “DRA”) and DIAMOND JO, LLC (formerly known as Peninsula Gaming Company, LLC) (hereinafter referred to as “Peninsula”).
SECOND AMENDMENT TO IOWA SHORE MORTGAGEIowa Shore Mortgage • November 15th, 2005 • Peninsula Gaming, LLC • Services-amusement & recreation services • Iowa
This SECOND AMENDMENT TO IOWA SHORE MORTGAGE (this “Amendment”) is entered into as of July 12, 2005, between DIAMOND JO, LLC (formerly known as Peninsula Gaming Company, LLC), a Delaware limited liability company (the “Company”), and WELLS FARGO FOOTHILL, INC., a California corporation, as agent for the Lenders (“Agent”; Agent, together with its successors and assigns, is referred to herein as “Mortgagee”).
