EXHIBIT 10.23
POST CLOSING LETTER
THE OLD EVANGELINE DOWNS, L.L.C. AND DIAMOND JO, LLC
June 16, 2004
Wells Fargo Foothill, Inc., as Agent
2450 Colorado Avenue
Suite 3000 West
Santa Monica, California 90404
Ladies and Gentlemen:
Reference is hereby made to that certain Loan and Security Agreement,
dated as of June 16, 2004 (as amended, restated, supplemented or otherwise
modified from time to time, the "Loan Agreement"), by and among The Old
Evangeline Downs, L.L.C., a Louisiana limited liability company ("OED"), and
Diamond Jo, LLC (formerly known as Peninsula Gaming Company, LLC), a Delaware
limited liability company ("DJO"), as borrowers ("Borrowers"), the lenders
identified on the signature pages thereof (together with their respective
successors and assigns, the "Lenders"), and Wells Fargo Foothill, Inc., a
California corporation, as the arranger and agent for the Lenders ("Agent").
Capitalized terms used herein and not otherwise defined herein shall have the
meanings ascribed to them in the Loan Agreement.
This letter confirms our agreement regarding the following post-closing
items:
1. Not later than June 23, 2004, Borrowers shall deliver to Agent all
original certificates representing the shares of Capital Stock
pledged under the Pledge Agreement, as well as original Capital
Stock powers with respect thereto endorsed in blank; and
2. Not later than June 30, 2004 (or such longer period as Agent
approves in writing), DJO shall deliver to Agent an amendment to
that certain Multi-Party Blocked Account Agreement dated as of April
16, 2004, by and among DJO, Wells Fargo Foothill, Inc., as
First-Lien Agent, U.S. Bank National Association, as Second-Lien
Agent, and American Trust and Savings Bank, in form and substance
satisfactory to Agent, with respect to account number 2012474 at
American Trust and Savings Bank.
Borrowers acknowledge that the failure of Borrowers to comply with the
items above (the "Post-Closing Items") shall constitute an Event of Default
under the Loan Agreement. All such items shall be in form and substance
acceptable to Agent. Borrowers and Guarantors acknowledge and agree that
Borrowers and Guarantors shall remain responsible for all costs and
expenses incurred by Agent in connection with the completion of the matters
described above, which expenses shall include the fees and expenses of counsel
to Agent.
This letter agreement may be signed in multiple counterparts, each of
which shall be deemed an original and all of which, taken together, shall
constitute one and the same agreement. Delivery of an executed counterpart of
this letter agreement by facsimile transmission shall be as effective as
delivery of a manually executed counterpart hereof.
This letter agreement shall be deemed to be a Loan Document for all
purposes.
[Remainder of page intentionally left blank.]
Very truly yours,
BORROWERS: THE OLD EVANGELINE DOWNS, L.L.C.,
a Louisiana limited liability company
By: /s/ Natalie A. Schramm
--------------------------------------
Name: Natalie A. Schramm
Title: Chief Financial Officer
DIAMOND JO, LLC (formerly known as
Peninsula Gaming Company, LLC), a Delaware
limited liability company
By: /s/ Natalie A. Schramm
--------------------------------------
Name: Natalie A. Schramm
Title: Chief Financial Officer
GUARANTORS: PENINSULA GAMING, LLC, a Delaware
limited liability company
By: /s/ Natalie A. Schramm
--------------------------------------
Name: Natalie A. Schramm
Title: Chief Financial Officer
THE OLD EVANGELINE DOWNS CAPITAL
CORP., a Delaware corporation
By: /s/ Natalie A. Schramm
--------------------------------------
Name: Natalie A. Schramm
Title: Chief Financial Officer
POST CLOSING LETTER
Acknowledged and consented
to as of the date first above written:
WELLS FARGO FOOTHILL, INC.,
a California corporation, as Agent
By: /s/ Todd R. Nakamoto
----------------------------------
Title: Vice President
POST CLOSING LETTER