DIAMOND JO WORTH, LLC AND DIAMOND JO WORTH CORP. (as Issuers) $40,000,000 11% Senior Secured Notes due 2012 FIRST SUPPLEMENTAL INDENTUREFirst Supplemental Indenture • November 14th, 2006 • Diamond Jo, LLC • Services-miscellaneous amusement & recreation • New York
THIS FIRST SUPPLEMENTAL INDENTURE, dated as of August 31, 2006 (the “Supplemental Indenture”), by and among Diamond Jo Worth, LLC (the “Company”, a Delaware limited liability company, Diamond Jo Worth Corp. (“DJW Corp.”), a Delaware corporation, and U.S. Bank National Association, as trustee (the “Trustee”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Indenture (as defined below).
CLOSING AGREEMENTClosing Agreement • November 14th, 2006 • Diamond Jo, LLC • Services-miscellaneous amusement & recreation
THIS AGREEMENT, made this day of , 2006, by and between Diamond Jo, LLC., or its affiliates (“Diamond Jo”) and the Dubuque County Historical Society (the “Historical Society”).
OFFER TO PURCHASE REAL ESTATE, ACCEPTANCE AND LEASEOffer to Purchase Real Estate and Lease • November 14th, 2006 • Diamond Jo, LLC • Services-miscellaneous amusement & recreation
This Offer To Purchase Real Estate, Acceptance And Lease (“Offer”) will memorialize prior discussions and confirm mutual understanding of the terms and conditions pursuant to which Diamond Jo, LLC, or its affiliate (“Diamond Jo”) agrees to (1) purchase the Dubuque County Historical Society’s (the “Historical Society”) 2.4 acre tract (the “Expansion Tract”) within the Ice Harbor contiguous to Diamond Jo’s real estate (the “Purchase”) and (2) lease to the Historical Society all of its interest in the Portside Building in Dubuque, Iowa (the “Portside Building”) on terms set forth in this Offer (the “Lease”). In this Offer, Diamond Jo and the Historical Society are sometimes called singularly a “Party” and collectively the “Parties;” and the Purchase and the Lease set forth herein are sometimes called the “Transactions”.
REAL ESTATE GROUND LEASE By and Between DIAMOND JO, LLC, an Iowa limited liability company and DUBUQUE COUNTY HISTORICAL SOCIETYReal Estate Ground Lease • November 14th, 2006 • Diamond Jo, LLC • Services-miscellaneous amusement & recreation
THIS REAL ESTATE GROUND LEASE is made as of the ____ day of , 2006, by and among Diamond Jo, LLC, an Iowa limited liability company (“Tenant”) and the Dubuque County Historical Society (the “Landlord”).
