50,000,000 10¾% Senior Unsecured Notes due 2017 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 11th, 2011 • Peninsula Gaming, LLC • Services-amusement & recreation services • New York
Peninsula Gaming, LLC, a Delaware limited liability company (the “Company”), Peninsula Gaming Corp., a Delaware corporation (“PGC” and, together with the Company, the “Issuers”), and the Guarantors listed on the signature pages hereto under the heading “Guarantors,” are issuing and selling to Credit Suisse Securities (USA) LLC (the “Initial Purchaser”), upon the terms set forth in a purchase agreement, dated as of January 27, 2011 (the “Purchase Agreement”), by and among the Initial Purchaser, the Issuers and the Guarantors listed on the signature pages hereto under the heading “Guarantors,” $50,000,000 in aggregate principal amount of the Issuers’ 10¾% Senior Unsecured Notes due 2017, including the Guarantees (as defined below) (the “Notes”).
PLEDGE SUPPLEMENTPledge Supplement • March 11th, 2011 • Peninsula Gaming, LLC • Services-amusement & recreation services
This PLEDGE SUPPLEMENT, dated as of January 31, 2011 (this “Pledge Supplement”), is delivered by KANSAS STAR CASINO, LLC, a Kansas limited liability company (the “Grantor”), pursuant to the Pledge and Security Agreement, dated as of August 6, 2009 (as amended, restated, supplemented or otherwise modified from time to time, the “Security Agreement”), among DIAMOND JO, LLC, a Delaware limited liability company, DIAMOND JO WORTH, LLC, a Delaware limited liability company, PENINSULA GAMING, LLC, a Delaware limited liability company (“PGL”), PENINSULA GAMING CORP., a Delaware corporation (“PGC”), THE OLD EVANGELINE DOWNS, L.L.C., a Louisiana limited liability company, BELLE OF ORLEANS, L.L.C., a Louisiana limited liability company, the other Grantors from time to time party thereto and U.S. BANK NATIONAL ASSOCIATION, as Collateral Agent. Capitalized terms used herein not otherwise defined herein shall have the meanings ascribed thereto in the Security Agreement.
PENINSULA GAMING, LLC AND PENINSULA GAMING CORP., as Issuers AND as Trustee SECOND SUPPLEMENTAL INDENTURE Dated as of January 27, 2011 TO THE INDENTURE Dated as of August 6, 2009 8⅜% Senior Secured Notes due 2015Second Supplemental Indenture • March 11th, 2011 • Peninsula Gaming, LLC • Services-amusement & recreation services • New York
Second Supplemental Indenture (this “Supplemental Indenture”), dated as of January 27, 2011, among Peninsula Gaming, LLC, a Delaware limited liability company (the “Company”), Peninsula Gaming Corp., a Delaware corporation (“PGC” and, together with the Company, the “Issuers”) and U.S. Bank National Association, as trustee and collateral agent under the Indenture referred to below (the “Trustee”). Capitalized terms used herein but not otherwise defined shall have the meanings ascribed thereto in the Indenture.
PENINSULA GAMING, LLC AND PENINSULA GAMING CORP., as Issuers, KANSAS STAR CASINO, LCC As Subsidiary Guarantor AND as Trustee THIRD SUPPLEMENTAL INDENTURE Dated as of January 31, 2011 TO THE INDENTURE Dated as of August 6, 2009 10¾% Senior Unsecured...Third Supplemental Indenture • March 11th, 2011 • Peninsula Gaming, LLC • Services-amusement & recreation services • New York
Third Supplemental Indenture (this “Supplemental Indenture”), dated as of January 31, 2011, among Kansas Star Casino, LLC, a Kansas limited liability company (the “Guaranteeing Subsidiary”), Peninsula Gaming, LLC, a Delaware limited liability company (the “Company”) and Peninsula Gaming Corp., a Delaware corporation (“PGC” and, together with the Company, the “Issuers,” which term includes any successors under, and any additional “Issuers” that may become a party to the Indenture hereinafter referred to), and U.S. Bank National Association, as trustee under the Indenture referred to below (the “Trustee”).
PENINSULA GAMING, LLC AND PENINSULA GAMING CORP., as Issuers AND as Trustee SECOND SUPPLEMENTAL INDENTURE Dated as of January 27, 2011 TO THE INDENTURE Dated as of August 6, 2009 10¾% Senior Unsecured Notes due 2017Second Supplemental Indenture • March 11th, 2011 • Peninsula Gaming, LLC • Services-amusement & recreation services • New York
Second Supplemental Indenture (this “Supplemental Indenture”), dated as of January 27, 2011, among Peninsula Gaming, LLC, a Delaware limited liability company (the “Company”), Peninsula Gaming Corp., a Delaware corporation (“PGC” and, together with the Company, the “Issuers”) and U.S. Bank National Association, as trustee under the Indenture referred to below (the “Trustee”). Capitalized terms used herein but not otherwise defined shall have the meanings ascribed thereto in the Indenture.
PENINSULA GAMING, LLC AND PENINSULA GAMING CORP., as Issuers, KANSAS STAR CASINO, LCC As Subsidiary Guarantor AND as Trustee THIRD SUPPLEMENTAL INDENTURE Dated as of January 31, 2011 TO THE INDENTURE Dated as of August 6, 2009 8⅜% Senior Secured Notes...Third Supplemental Indenture • March 11th, 2011 • Peninsula Gaming, LLC • Services-amusement & recreation services • New York
Third Supplemental Indenture (this “Supplemental Indenture”), dated as of January 31, 2011, among Kansas Star Casino, LLC, a Kansas limited liability company (the “Guaranteeing Subsidiary”), Peninsula Gaming, LLC, a Delaware limited liability company (the “Company”) and Peninsula Gaming Corp., a Delaware corporation (“PGC” and, together with the Company, the “Issuers,” which term includes any successors under, and any additional “Issuers” that may become a party to the Indenture hereinafter referred to), and U.S. Bank National Association, as trustee and collateral agent under the Indenture referred to below (the “Trustee”).
GRANTOR ACKNOWLEDGMENTGrantor Acknowledgment • March 11th, 2011 • Peninsula Gaming, LLC • Services-amusement & recreation services
This Grantor Acknowledgment, dated as of January 31, 2011 (this “Grantor Acknowledgment”), is being delivered pursuant to Section 5.16 of the Intercreditor Agreement.
FIRST AMENDMENT OF MORTGAGE, ASSIGNMENT OF RENTS, SECURITY AGREEMENT AND FIXTURE FINANCING STATEMENTMortgage, Assignment of Rents, Security Agreement and Fixture Financing Statement • March 11th, 2011 • Peninsula Gaming, LLC • Services-amusement & recreation services
This FIRST AMENDMENT OF MORTGAGE, ASSIGNMENT OF RENTS, SECURITY AGREEMENT AND FIXTURE FINANCING STATEMENT (this “Amendment”) is dated as of February 8 2011 and is effective as of February __, 2011, by and among DIAMOND JO, LLC, a Delaware limited liability company, with an address at 600 Star Brewery Dr., Ste. 110, Dubuque, IA 52001 (“Mortgagor”) to U.S. BANK NATIONAL ASSOCIATION, with an address at 60 Livingston Avenue, EP-MN-WS3C, St. Paul, Minnesota 55107-2292, as collateral trustee for the Secured Parties (as hereinafter defined) (in such capacity, together with its successors and assigns, “Mortgagee”).
