Exhibit 4.3


 


SUPPLEMENTAL INDENTURE

TO BE DELIVERED BY DIAMOND JO WORTH CORP.


 


Supplemental
Indenture (this “Supplemental Indenture”),
dated as of June 30, 2005, among Diamond Jo Worth Corp., a Delaware
corporation (the “Guaranteeing Subsidiary”),
Peninsula Gaming, LLC, a Delaware limited liability company (“Parent Issuer”), Diamond Jo, LLC, a Delaware limited
liability company (the “Company”),
and Peninsula Gaming Corp., a Delaware corporation (f/k/a The Old Evangeline
Downs Capital Corp.) (“Gaming”
and, together with Parent Issuer and the Company, the “Issuers”), and U.S. Bank National
Association, as trustee under the Indenture referred to below (the “Trustee”).


 


W
I  T  N  E  S  S  E  T  H


 


WHEREAS, the
Company, Gaming and the Subsidiary Guarantors (as defined therein) have
heretofore executed and delivered to the Trustee an indenture (the “Indenture”), dated as of April 16,
2004, providing for the issuance of 83⁄4% Senior Secured Notes due 2012 (the “Notes”);


 


WHEREAS, as
part of the Reorganization Transactions (as defined in the Indenture) the
Parent Issuer executed and delivered to the Trustee a supplemental indenture (“First Supplemental Indenture”), dated as of June 16,
2004,  pursuant
to which the Parent Issuer became a party to the Indenture;


 


WHEREAS, the
Indenture provides that under certain circumstances the Guaranteeing Subsidiary
shall execute and deliver to the Trustee a supplemental indenture and a
Subsidiary Guaranty in the form of Annex A to the Indenture endorsed on the
Notes pursuant to which it shall unconditionally guaranty all of the Issuers’
obligations under the Notes; and


 


WHEREAS,
pursuant to Section 9.1 of the Indenture, the Trustee is authorized to
execute and deliver this Supplemental Indenture.


 


NOW THEREFORE,
in consideration of the foregoing and for other good and valuable
consideration, the receipt of which is hereby acknowledged, the parties hereto
mutually covenant and agree for the equal and ratable benefit of the Holders of
the Notes as follows:


 


1.             Capitalized
Terms.  Capitalized terms used
herein without definition shall have the meanings assigned to them in the
Indenture.


 


2.             Joinder
to Indenture.  Each of the
parties hereto hereby agrees to become bound by the terms, conditions and other
provisions of the Indenture with all attendant rights, duties and obligations
stated therein, with the same force and effect as if originally named as a
Subsidiary Guarantor therein and as if such party executed the Indenture on the
date thereof.


 


3.             Agreement
to Subsidiary Guaranty.  The
Guaranteeing Subsidiary irrevocably and unconditionally guarantees the
Subsidiary Guaranty Obligations, which include (i) the due and punctual
payment of the principal of, premium, if any, and interest and Liquidated
Damages, if any, on the Notes, whether at maturity, by acceleration, call for
redemption, upon a Change of Control Offer, an Asset Sale Offer, or otherwise,
the due and punctual payment of interest on the overdue principal and premium,
if any, and (to the extent permitted by law) interest on any


 





















 


interest on the Notes, and
payment of expenses, and the due and punctual performance of all other
obligations of the Issuers, to the Holders or the Trustee under the Notes, the
Indenture, the Security Documents and the Registration Rights Agreement
(including fees and expenses or other) all in accordance with the terms set
forth in Article XI of the Indenture, and (ii) in case of any
extension of time of payment or renewal of any Notes or any such other
obligations under the Notes, the Indenture, the Security Documents and the
Registration Rights Agreement, that the same shall be promptly paid in full
when due or performed in accordance with the terms of the extension or renewal,
whether at stated maturity, by acceleration, call for redemption, upon a Change
of Control Offer, an Asset Sale Offer, or otherwise.


 


The
obligations of the Guaranteeing Subsidiary to the Holders and to the Trustee
pursuant to this Subsidiary Guaranty and the Indenture are expressly set forth
in Article X of the Indenture and reference is hereby made to such
Indenture for the precise terms of this Subsidiary Guaranty.


 


No director,
officer, employee, incorporator, stockholder, member or controlling person of
any of the Issuers or any Subsidiary Guarantor, as such, will have any
liability for any Obligations of any of the Issuers or any Subsidiary Guarantor
under the Notes, the Indenture, the Security Documents or the Registration
Rights Agreement or for any claim based on, in respect of, or by reason of,
such Obligations or their creation. Each Holder by accepting a Note waives and
releases all such liability. The waiver and release will be part of the
consideration for issuance of the Notes and the Subsidiary Guaranties.


 


This is a
continuing Subsidiary Guaranty and shall remain in full force and effect and
shall be binding upon the Guaranteeing Subsidiary and its successors and
assigns until full and final payment of all of the Issuers’ obligations under
the Notes and Indenture or until released in accordance with the Indenture and
shall inure to the benefit of the successors and assigns of the Trustee and the
Holders, and, in the event of any transfer or assignment of rights by any
Holder or the Trustee, the rights and privileges herein conferred upon that
party shall automatically extend to and be vested in such transferee or
assignee, all subject to the terms and conditions hereof.  This is a Subsidiary Guaranty of payment and
performance and not of collectibility.


 


The
obligations of the Guaranteeing Subsidiary under its Subsidiary Guaranty shall
be limited to the extent necessary to insure that it does not constitute a
fraudulent conveyance under applicable law.


 


THE TERMS OF ARTICLE XI
OF THE INDENTURE ARE INCORPORATED HEREIN BY REFERENCE.


 


4.             NEW
YORK LAW TO GOVERN AND CONSENT TO JURISDICTION.  THIS SUPPLEMENTAL INDENTURE AND THE NOTES
SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE
OF NEW YORK APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED IN THE STATE OF
NEW YORK, INCLUDING, WITHOUT LIMITATION, SECTIONS 5-1401 AND 5-1402 OF THE NEW
YORK GENERAL OBLIGATIONS LAW AND NEW YORK CIVIL PRACTICE LAWS AND RULES 327(B);
PROVIDED, THAT WITH RESPECT TO THE CREATION, ATTACHMENT, PERFECTION, PRIORITY,
ENFORCEMENT OF AND REMEDIES


 





















 


RELATING TO THE SECURITY
INTEREST IN ANY REAL PROPERTY COLLATERAL, THE GOVERNING LAW MAY BE THE
LAWS OF THE JURISDICTIONS WHERE SUCH COLLATERAL IS LOCATED WITHOUT REGARD TO
THE CONFLICT OF LAW PROVISIONS THEREOF.


 


JUDICIAL
PROCEEDINGS BROUGHT AGAINST ANY OF THE ISSUERS OR GUARANTORS ARISING OUT OF OR
RELATING HERETO OR ANY OF THE SECURITY DOCUMENTS, OR ANY OF THE OBLIGATIONS, MAY BE
BROUGHT IN ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION IN THE STATE,
COUNTY AND CITY OF NEW YORK.  BY
EXECUTING AND DELIVERING THIS AGREEMENT, EACH ISSUER OR GUARANTOR, FOR ITSELF
AND IN CONNECTION WITH ITS PROPERTIES, IRREVOCABLY SUBMITS TO AND ACCEPTS
GENERALLY AND UNCONDITIONALLY THE NONEXCLUSIVE JURISDICTION AND VENUE OF SUCH
COURTS;  WAIVES ANY DEFENSE OF FORUM NON
CONVENIENS;  AGREES THAT SERVICE OF ALL
PROCESS IN ANY SUCH PROCEEDING IN ANY SUCH COURT MAY BE MADE BY REGISTERED
OR CERTIFIED MAIL, RETURN RECEIPT REQUESTED, TO THE APPLICABLE ISSUER OR
GUARANTOR AT ITS ADDRESS PROVIDED IN ACCORDANCE WITH SECTION 12.3 OF THE
INDENTURE;  AGREES THAT SERVICE AS
PROVIDED ABOVE IS SUFFICIENT TO CONFER PERSONAL JURISDICTION OVER THE
APPLICABLE ISSUER OR GUARANTOR IN ANY SUCH PROCEEDING IN ANY SUCH COURT, AND
OTHERWISE CONSTITUTES EFFECTIVE AND BINDING SERVICE IN EVERY RESPECT; AND
AGREES THE TRUSTEE RETAINS THE RIGHT TO SERVE PROCESS IN ANY OTHER MANNER
PERMITTED BY LAW OR TO BRING PROCEEDINGS AGAINST ANY OF THE ISSUERS OR
GUARANTORS IN THE COURTS OF ANY OTHER JURISDICTION HAVING JURISDICTION OVER
SUCH ISSUER OR GUARANTOR.


 


5.             Counterparts.  The parties may sign any number of copies of
this Supplemental Indenture.  Each signed
copy shall be an original, but all of them together represent the same
agreement.


 


6.             Effect
of Headings.  The Section headings
herein are for convenience only and shall not affect the construction hereof.


 


[signature
page follows]


 





















 


IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed and attested, all as of the date first above
written.


 


	
   

  	
  THE ISSUERS:

  
	
   

  	
   

  	
   

  
	
   

  	
  Diamond Jo, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Natalie A. Schramm

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Natalie A. Schramm

  
	
   

  	
   

  	
  Title:

  	
  Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Peninsula Gaming Corp. (f/k/a The Old Evangeline

  
	
   

  	
  Downs Capital Corp.)

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Natalie A. Schramm

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Natalie A. Schramm

  
	
   

  	
   

  	
  Title:

  	
  Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Peninsula Gaming, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Natalie A. Schramm

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Natalie A. Schramm

  
	
   

  	
   

  	
  Title:

  	
  Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  GUARANTEEING SUBSIDIARY:

  
	
   

  	
   

  	
   

  
	
   

  	
  Diamond Jo Worth Corp.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Natalie A. Schramm

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Natalie A. Schramm

  
	
   

  	
   

  	
  Title:

  	
  Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  THE TRUSTEE:

  
	
   

  	
   

  	
   

  
	
   

  	
  U.S. Bank National Association

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Richard H. Prokosch

  	
   

  
	
   

  	
   

  	
   Name:

  	
  Richard H. Prokosch

  
	
   

  	
   

  	
   Title:

  	
  Vice President