EXHIBIT 10.52


 


SECOND AMENDMENT TO EMPLOYMENT
AGREEMENT


 


This Second Amendment to the Employment Agreement
(this “Second Amendment”), dated as of September 12, 2005, is
entered into by and among Peninsula Gaming, LLC, a Delaware limited liability
company (the “Employer”), and Jonathan Swain (the “Employee”).


 


WHEREAS, the Employer and the Employee entered into an
Employment Agreement, dated as of July 14, 2004, as amended by that
certain Amendment to Employment Agreement, dated as of February 25, 2005
(as amended, the “Agreement”); and


 


WHEREAS, the parties hereto desire to amend Section 4
of the Agreement to reflect that the determination of “fair market value” of
Employee units will be made by the Board of Managers of PGP in its reasonable
discretion, rather than by an independent certified public accountant as
currently required thereby.


 


NOW, THEREFORE, in consideration of the mutual
agreements and understandings set forth herein, the parties hereto agree as
follows:


 


1.             Section 4.b
of the Agreement is hereby amended by deleting the last three sentences thereof
in their entirety and replacing them with the following:


 


“For the purpose of determining “fair market
value” in connection with any redemption hereunder, “fair market value” shall
be determined by the Board of Managers of Peninsula Gaming Partners, LLC (the “Board”)
in its reasonable discretion, provided, however,
that if Employee in good faith disagrees with the determination of the Board of
Managers and communicates such disagreement in writing to the Board not later
than three business days after receipt of such determination, and during the
following ten business day period Employee and the Board are unable to mutually
agree on a fair market value, Employee shall be entitled to select an independent
appraiser, reasonably acceptable to Employer to determine such fair market
value, which determination shall be final and binding on the parties.  If the determination of the independent
appraiser selected by the parties differs in an amount greater than 10% of the
initial determination of the Board, then the cost of such appraisal shall be
borne by Employer, otherwise such cost shall be borne by Employee.”


 


2.             Except
as herein amended, the Agreement shall remain in full force and effect and is
ratified in all respects.  During the
Effective Period, each reference in the Agreement to “this Agreement,” “hereunder,”
“hereof,” “herein” or words of like import, and each reference to the Agreement
in any other agreements, documents or instruments executed and delivered
pursuant to the Agreement, shall mean and be a reference to the Agreement, as
amended by this Second Amendment.


 


3.             Capitalized
terms used herein and not otherwise defined shall have the meanings set forth
in the Agreement.


 

















 


4.             This
Amendment may be executed in two or more counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same
instrument.


 

















 


IN WITNESS WHEREOF, the
parties hereto have caused this instrument to be duly executed as of the date
first above written.


 


	
   

  	
  EMPLOYER:

  
	
   

  	
   

  
	
   

  	
  PENINSULA GAMING, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ M. Brent Stevens

  	
   

  
	
   

  	
   

  	
  Name: M. Brent Stevens

  
	
   

  	
   

  	
  Title: Chief Executive Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  EMPLOYEE:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Jonathan Swain

  	
   

  
	
   

  	
   

  	
  Jonathan Swain