Exhibit 10.17
ASSIGNMENT OF IOWA IGT DECLARATION
AND
AGREEMENT OF TRUST
THIS ASSIGNMENT OF IOWA IGT DECLARATION AND AGREEMENT OF TRUST (the
"Assignment") is made and entered into effective as of July 15, 1999 (the
"Effective Date"), by and between Greater Dubuque Riverboat Entertainment
Company, L.C., an Iowa limited liability company, (hereinafter called the
"Assignor"), and Peninsula Gaming Company, LLC (hereinafter called "Assignee").
1. IGT TRUST AGREEMENT. Assignor and Assignee acknowledge that Assignor is
a party to that certain Iowa IGT Declaration and Agreement of Trust dated
October 28, 1998, by and among IGT and certain Iowa excursion gambling boat and
racetrack enclosure gaming licensees, including Greater Dubuque Riverboat
Entertainment Company, L.C., (the "IGT Trust Agreement").
2. ASSIGNMENT. As of the Effective Date, Assignor hereby sells, assigns,
transfers and conveys unto Assignee, its successors and assigns, all of
Assignor's right, title and interest in and to the IGT Trust Agreement. By its
execution hereof, Assignee agrees to assume and be bound by and timely perform,
observe, discharge and otherwise comply with each and every one of Assignor's
duties, obligations, covenants and undertakings under the IGT Trust Agreement
accruing on or after the Effective Date.
3. INDEMNIFICATION. Assignor covenants to hold Assignee harmless from and
indemnify Assignee against any claim, loss, damage, cost and expense (including
reasonable attorneys' fees and court costs) that Assignee may incur from and
after the Effective Date as a result of the failure of Assignor to perform any
of its obligations with respect to the IGT Trust Agreement up to the Effective
Date. Assignee covenants to hold Assignor harmless from and indemnify Assignor
against any claim, loss, damage, cost or expense (including reasonable
attorneys' fees and court costs) that Assignor may incur from and after the
Effective Date as a result of the failure of Assignee to perform any of its
obligations with respect to the IGT Trust Agreement from and after the Effective
Date.
4. GOVERNING LAW. This Assignment shall be governed by and construed under
the laws of the State of Iowa.
5. TIME OF ESSENCE. Time shall be of the essence in the performance of
each and every covenant by Assignee pursuant to the terms of this Assignment.
6. BINDING EFFECT. The terms of this Assignment shall bind the parties
hereto and their successors in interest.
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7. MODIFICATION. This Assignment shall not be modified except if done in
writing and signed by both parties.
8. CONDITION PRECEDENT. The obligations of Assignor and Assignee under
this Assignment are subject to the closing of the transaction set forth in that
certain Asset Purchase and Sale Agreement, dated January 15, 1999, by and
between the Assignor and Assignee, as designee of AB Capital, LLC.
9. ENTIRE AGREEMENT. This Assignment contains the entire agreement between
the parties regarding the assignment of the IGT Trust Agreement.
10. CONFLICT. In no way or manner shall this Assignment modify the terms
of the IGT Trust Agreement. In the event of a conflict between the terms of this
Assignment and the IGT Trust Agreement, the IGT Trust Agreement shall control.
IN WITNESS WHEREOF, the parties hereto have executed this Assignment as of
the day and year first above written.
Peninsula Gaming Company, L.L.C. Greater Dubuque Riverboat
Entertainment Company, L.C.
By /s/ Michael S. Luzich By /s/ Don Iverson
---------------------------- ---------------------------------
Its Its Chairman
---------------------------- --------------------------------
ASSIGNEE ASSIGNOR
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CONSENT OF IGT
IGT, as administrator under that certain Iowa IGT Declaration and
Agreement of Trust dated October 28, 1998, with Greater Dubuque Riverboat
Entertainment Company, L.C. ("GDREC") I hereby consents to the foregoing
Assignment between Greater Dubuque Riverboat Entertainment Company, L.C. as
Assignor and Peninsula Gaming Company, LLC as Assignee.
IGT, Administrator
By: /s/ Ward W. Chilton Date Signed: July 15, 1999
---------------------------------- -----------------------
Its: Ward W. Chilton, Vice President
---------------------------------
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ASSIGNMENT OF IOWA IGT AGREEMENT
FOR
WIDE AREA PROGRESSIVE SYSTEMS
THIS ASSIGNMENT OF IOWA IGT AGREEMENT FOR WIDE AREA PROGRESSIVE SYSTEMS
(the "Assignment") is made and entered into effective as of July 15, 1999 (the
"Effective Date"), by and between Greater Dubuque Riverboat Entertainment
Company, L.C., an Iowa limited liability company, (hereinafter called the
"Assignor"), and Peninsula Gaming Company, LLC (hereinafter called "Assignee").
1. IGT AGREEMENT. Assignor and Assignee acknowledge that Assignor is a
party to that certain Iowa IGT Agreement for Wide Area Progressive Systems dated
October 28, 1998, by and among IGT, the Iowa Multi-Link System Trust, and
certain Iowa excursion gambling boat and racetrack enclosure gaming licensees,
including Greater Dubuque Riverboat Entertainment Company, L.C., (the "IGT
Agreement"), for participation in the computerized multi-link system of slot
machines (the "System").
2. ASSIGNMENT. As of the Effective Date, Assignor hereby sells, assigns,
transfers and conveys unto Assignee, its successors and assigns, all of
Assignor's right, title and interest in and to the IGT Agreement. By its
execution hereof, Assignee agrees to assume and be bound by and timely perform,
observe, discharge and otherwise comply with each and every one of Assignor's
duties, obligations, covenants and undertakings under the IGT Agreement accruing
on or after the Effective Date.
3. INDEMNIFICATION. Assignor covenants to hold Assignee harmless from and
indemnify Assignee against any claim, loss, damage, cost and expense (including
reasonable attorneys' fees and court costs) that Assignee may incur from and
after the Effective Date as a result of the failure of Assignor to perform any
of its obligations with respect to the IGT Agreement up to the Effective Date.
Assignee covenants to hold Assignor harmless from and indemnify Assignor against
any claim, loss, damage, cost or expense (including reasonable attorneys' fees
and court costs) that Assignor may incur from and after the Effective Date as a
result of the failure of Assignee to perform any of its obligations with respect
to the IGT Agreement from and after the Effective Date.
4. GOVERNING LAW. This Assignment shall be governed by and construed under
the laws of the State of Iowa.
5. TIME OF ESSENCE. Time shall be of the essence in the performance of
each and every covenant by Assignee pursuant to the terms of this Assignment.
6. BINDING EFFECT. The terms of this Assignment shall bind the parties
hereto and their successors in interest.
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7. MODIFICATION. This Assignment shall not be modified except if done in
writing and signed by both parties.
8. CONDITION PRECEDENT. The obligations of Assignor and Assignee under
this Assignment are subject to the closing of the transaction set forth in that
certain Asset Purchase and Sale Agreement, dated January 15, 1999, by and
between the Assignor and Assignee, as designee of AB Capital, LLC.
9. ENTIRE AGREEMENT. This Assignment contains the entire agreement between
the parties regarding the assignment of the IGT Agreement.
10. CONFLICT. In no way or manner shall this Assignment modify the terms
of the IGT Agreement. In the event of a conflict between the terms of this
Assignment and the IGT Agreement, the IGT Agreement shall control.
IN WITNESS WHEREOF, the parties hereto have executed this Assignment as of
the day and year first above written.
Peninsula Gaming Company, L.L.C. Greater Dubuque Riverboat
Entertainment Company, L.C.
By /s/ Michael S. Luzich By /s/ Don Iverson
-------------------------------- -------------------------------
Its Its Chairman
------------------------------- ------------------------------
ASSIGNEE ASSIGNOR
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CONSENT OF IGT
IGT, a party under that certain Iowa IGT Agreement for Wide Area
Progressive Systems dated October 28, 1998, with Greater Dubuque Riverboat
Entertainment Company, L.C. ("GDREC"), for the participation of GDREC in the
computerized multi-link system of slot machines, hereby consents to the
foregoing Assignment between Greater Dubuque Riverboat Entertainment Company,
L.C. as Assignor and Peninsula Gaming Company, LLC as Assignee.
IGT
By: /s/ Ward W. Chilton Date Signed: July 15, 1999
------------------------------------- ----------------
Its: Ward W. Chilton, Vice President
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