Exh 10.9I
EIGHTH AMENDMENT TO OPERATING AGREEMENT
This EIGHTH AMENDMENT TO OPERATING AGREEMENT is made and entered into this
29th day of April, 1994, between DUBUQUE RACING ASSOCIATION, LTD., an Iowa
nonprofit corporation, (hereinafter referred to as "DRA") and GREATER DUBUQUE
RIVERBOAT ENTERTAINMENT COMPANY, L.C., an Iowa limited liability company,
(hereinafter referred to as "Greater Dubuque").
RECITALS:
A. On February 22, 1993, DRA and Greater Dubuque signed an operating
Agreement setting forth their respective rights, duties and obligations with
regard to excursion gambling boat operations under Chapter 99F of the Iowa Code.
Amendments to said Operating Agreement were signed on February 22, 1993, March
4, 1993, March 11, 1993, April 9, 1993, November 29, 1993, and April 6, 1994
amending said Operating Agreement.
B. DRA and Greater Dubuque have jointly agreed to further amend and modify
the terms of the Operating Agreement, as previously amended, referred to in
Recital A above.
NOW, THEREFORE, IT IS AGREED that the February 22, 1993 Operating
Agreement, as previously amended, is further amended as follows:
1. Paragraph 4(a)(3) is amended to read as follows:
For each April 1 - March 31 excursion season, beginning with the
excursion season ending March 31, 1994, the minimum payment to DRA under
subparagraphs (a) (1) [if applicable] and (a)(2) above shall be
$1,000,000. Any amount required to satisfy the minimum shall be payable by
Greater Dubuque within 15 days after the end of each April 1 - March 31
excursion season, subject to an exception for the April 1, 1993 - March
31, 1994 excursion season as set forth below.
The minimum payment to DRA under this subparagraph, as set forth above,
shall be reduced for any April 1 - March 31 excursion season, including
the initial excursion season ending March 31, 1994, during which:
(A) Either excursion boat gambling or a land-based slot or casino
operation is carried on by an operator licensee under the laws of
Illinois and/or Wisconsin; and
(B) The Illinois and/or Wisconsin licensed operator is a business entity
other than Greater Dubuque or a corporation or business entity owned
or controlled by Greater Dubuque, even though Greater Dubuque or
a corporation or business entity owned or controlled by Greater
Dubuque is also an Illinois and/or Wisconsin licensed operator
carrying on excursion boat gambling or land-based slot or casino
operations under the laws of Illinois and/or Wisconsin at locations
other than Jo Daviess County, Illinois and Grant County, Wisconsin;
and
(C) The Illinois and/or Wisconsin licensed operator maintains an
excursion boat gambling dock site in Jo Daviess County, Illinois
and/or Grant County, Wisconsin or, in the case of land-based slot
or casino operations, carries on said operations in Jo Daviess
County, Illinois and/or Grant County, Wisconsin; and
(D) The Illinois and/or Wisconsin licensed operator conducts either
excursion boat gambling or a land-based slot or casino operation
from Jo Daviess County, Illinois and/or Grant County, Wisconsin
during the period from May 1 through October 31.
If all of the above conditions exist, the $1,000,000 payment otherwise
guaranteed by Greater Dubuque to DRA shall be reduced by $83,333.33 for
each full calendar month that the Illinois and/or Wisconsin licensed
operator conducts excursion boat gambling or land-based slot or casino
gambling from Jo Daviess County, Illinois and/or Grant County, Wisconsin,
from May 1 through October 31.
Notwithstanding the foregoing, the parties mutually agree that the
$500,000.00 minimum payment owing to DRA for the April 1, 1993 - March 31,
1994 excursion season shall be due and payable as follows:
(i) The unpaid principal amount from time to time owing shall draw and
accrue interest at the rate of 5.15% per annum from and after May 1,
1994.
(ii) Greater Dubuque shall make a principal payment to DRA of
$125,000.00, plus interest, on each of the following dates:
October 1, 1994
April 1, 1995
October 1, 1995
April 1, 1996.
(iii) Greater Dubuque may prepay the unpaid principal balance at any time
without DRA's consent.
-2-
The above payment schedule and terms shall be evidenced by a promissory
note executed by Greater Dubuque, as maker, and payable to the order of
DRA, as payee, and dated May 1, 1994.
2. Paragraph 7 is amended by adding the following as a new subparagraph:
In the event Greater Dubuque sells (subject to the foregoing
conditions and restrictions) the excursion gambling boat or any of its
furnishings and equipment, whether during the term of this Agreement or
thereafter, it is agreed that any proceeds of sale shall first be applied
to pay any and all obligations owing by Greater Dubuque to DRA, whether or
not referred to in this Agreement. Such obligations shall include, but not
be limited to, any amounts owing to DRA under paragraph 4 of this
Agreement for any preceding period and for any unexpired term of this
Operating Agreement or for any unexpired term of any renewal period. All
such obligations owing by Greater Dubuque to DRA shall be paid from said
proceeds of sale prior to the making of any distributions, loans or
payments to investors or members of Greater Dubuque and also prior to the
repayment by Greater Dubuque of any loans or other obligations owing to
any investor, member or managing agent of Greater Dubuque.
3. By reason of this Eighth Amendment to Operating Agreement, the Seventh
Amendment to operating Agreement dated April 6, 1994 is hereby cancelled and
superseded.
Except as specifically amended above, all of the provisions of the
February 22, 1993 Operating Agreement and existing Amendments thereto shall
remain in full force and effect.
Dated this 29th day of April, 1994.
DUBUQUE RACING ASSOCIATION, LTD
By /s/ Terry O. Harrmann
---------------------------------
Terry O. Harrmann, President
By /s/ Ronald A. Spillane
---------------------------------
Ronald A. Spillane, Secretary
GREATER DUBUQUE RIVERBOAT
ENTERTAINMENT COMPANY, L.C.
By /s/ Joseph P. Zwack
---------------------------------
Joseph P. Zwack, Managing Member
-3-