**EXHIBIT 10.52**

 

**SECOND AMENDMENT TO EMPLOYMENTAGREEMENT**

 

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

 

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

 

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

 

NOW, THEREFORE, in consideration of the mutualagreements and understandings set forth herein, the parties hereto agree asfollows:

 

1.             Section 4.bof the Agreement is hereby amended by deleting the last three sentences thereofin their entirety and replacing them with the following:

 

“For the purpose of determining “fair marketvalue” in connection with any redemption hereunder, “fair market value” shallbe 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 ofManagers and communicates such disagreement in writing to the Board not laterthan three business days after receipt of such determination, and during thefollowing ten business day period Employee and the Board are unable to mutuallyagree on a fair market value, Employee shall be entitled to select an independentappraiser, reasonably acceptable to Employer to determine such fair marketvalue, which determination shall be final and binding on the parties.  If the determination of the independentappraiser selected by the parties differs in an amount greater than 10% of theinitial determination of the Board, then the cost of such appraisal shall beborne by Employer, otherwise such cost shall be borne by Employee.”

 

2.             Exceptas herein amended, the Agreement shall remain in full force and effect and isratified in all respects.  During theEffective Period, each reference in the Agreement to “this Agreement,” “hereunder,”“hereof,” “herein” or words of like import, and each reference to the Agreementin any other agreements, documents or instruments executed and deliveredpursuant to the Agreement, shall mean and be a reference to the Agreement, asamended by this Second Amendment.

 

3.             Capitalizedterms used herein and not otherwise defined shall have the meanings set forthin the Agreement.

 

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4.             ThisAmendment may be executed in two or more counterparts, each of which shall bedeemed an original, but all of which together shall constitute one and the sameinstrument.

 

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IN WITNESS WHEREOF, theparties hereto have caused this instrument to be duly executed as of the datefirst 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 |

 

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