Exhibit 10.2


 


BORROWER
SUPPLEMENT NO. 1


 


Reference is made to that certain Loan and Security
Agreement dated as of June 16, 2004, as amended by that certain First
Amendment to Loan and Security Agreement dated as of November 10, 2004 (as
heretofore amended and as otherwise amended, restated, supplemented or modified
from time to time, the “Loan Agreement”; capitalized terms used herein
without definition shall have the meanings ascribed thereto in the Loan
Agreement), among DIAMOND JO, LLC (formerly
known as Peninsula Gaming Company, LLC), a Delaware limited liability company (“DJL”),
THE OLD EVANGELINE DOWNS, L.L.C., a
Louisiana limited liability company (“OED, and together with DJL,
referred to hereinafter each individually as a “Borrower”, and
collectively, as “Borrowers”), Lenders signatories thereto, and WELLS FARGO FOOTHILL, INC., a California corporation, as the
arranger and agent for the Lenders (“Agent”).


 


Whereas, the undersigned (“New Borrower”) is
required to join the Loan Agreement as a Borrower and become a Borrower by
executing and delivering in favor of Agent this Borrower Supplement.  Upon the execution and delivery of this
Borrower Supplement by New Borrower, New Borrower shall become a Borrower under
the Loan Agreement with the same force and effect as if originally named as a Borrower
therein.


 


New Borrower hereby agrees as follows:


 


1.             New Borrower, by its signature
below, becomes a “Borrower” under the Loan Agreement with the same force and
effect as if originally named therein as a “Borrower,” and New Borrower hereby
agrees to all of the terms and provisions of the Loan Agreement applicable to
it as a “Borrower” thereunder.  In
furtherance of the foregoing, New Borrower agrees that New Borrower is and
shall be jointly and severally bound by, and hereby assumes, all
representations, warranties, covenants, terms, conditions, duties and waivers
applicable to a “Borrower” under the Loan Agreement and the other Loan
Documents.  Each reference to a “Borrower”
in the Loan Agreement shall be deemed to include New Borrower.  The Loan Agreement is incorporated herein by
reference.


 


2.             In
furtherance of the foregoing, New Borrower, as security for the payment and
performance in full of the Obligations, does hereby grant, assign, and pledge
to Agent, for the benefit of the Lender Group, a security interest in all
Collateral of New Borrower, and all additions thereto and replacements thereof
and all other property of New Borrower whether now or hereafter created,
acquired or reacquired, to secure the full and prompt payment of the
Obligations, including, without limitation, any interest thereon, plus
attorneys’ fees and expenses if the Obligations represented by the Loan
Agreement are collected by law, through an attorney-at-law, or under advice
therefrom.


 





















 


3.             New Borrower represents and
warrants to Agent and the other members of the Lender Group that this Borrower
Supplement has been duly executed and delivered by New Borrower and constitutes
its legal, valid and binding obligation, enforceable against it in accordance
with its terms, except to the extent that the enforceability thereof may be
limited by applicable bankruptcy, insolvency, reorganization, or similar laws
affecting the enforcement of creditors’ rights generally or by general
principles of equity (regardless of whether such enforcement is considered in a
proceeding in equity or at law).


 


4.             Any signature delivered by a party
by facsimile transmission or by e-mail transmission of an adobe file format
document (also known as a PDF file) shall be deemed an original signature
hereto.


 


5.             Except as expressly supplemented
hereby, the Loan Agreement shall remain in full force and effect.


 


6.             THE VALIDITY
OF THIS BORROWER SUPPLEMENT, THE CONSTRUCTION, INTERPRETATION, AND ENFORCEMENT
HEREOF, AND THE RIGHTS OF THE PARTIES HERETO WITH RESPECT TO ALL MATTERS
ARISING HEREUNDER OR RELATED HERETO SHALL BE DETERMINED UNDER, GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD
TO THE CONFLICT OF LAWS PRINCIPLES THEREOF OTHER THAN SECTIONS 5-1401 AND 5-1402
OF THE NEW YORK GENERAL OBLIGATIONS LAW.


 


7.             This Borrower Supplement shall be
considered a Loan Document for all purposes.


 


[REMAINDER
OF THIS PAGE INTENTIONALLY LEFT BLANK]


 





















 


IN WITNESS WHEREOF, New Borrower has duly executed this
Borrower Supplement as of May 13, 2005.


 


	
  NEW
  BORROWER:

  	
  DIAMOND JO WORTH, LLC, a
  Delaware

  
	
   

  	
  limited
  liability company

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Natalie A.
  Schramm

  	
   

  
	
   

  	
  Name:

  	
  Natalie A.
  Schramm

  	
   

  
	
   

  	
  Title:

  	
  Chief Financial
  Officer

  	
   

  
					



 





















 


	
  CONSENTED:

  	
  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, a Delaware
  limited liability

  company

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Natalie A. Schramm

  	
   

  
	
   

  	
  Name:

  	
  Natalie A.
  Schramm

  	
   

  
	
   

  	
  Title:

  	
  Chief Financial
  Officer