their respective
officers, directors, members or managers or any of their respective controlling
persons, (ii) acceptance of the Notes, and payment for them hereunder, and
(iii) any termination of this Agreement (including, without limitation, any
termination pursuant to this Section 10).
Without limiting the foregoing,
notwithstanding any termination of this Agreement, (i) the Issuers, Parent and
the Guarantors (if any) shall be and shall remain jointly and severally liable
(x) for all expenses that they have agreed to pay pursuant to Section 5(f), and
(y) for their obligations pursuant to Section 8, and (ii) Initial Purchaser
shall be and shall remain liable for its obligations pursuant to Section 8.
11.
MISCELLANEOUS.
(A)
NOTICES.
NOTICES GIVEN PURSUANT TO ANY
PROVISION OF THIS AGREEMENT SHALL BE DELIVERED OR SENT BY MAIL OR FACSIMILE
TRANSMISSION AS FOLLOWS:
(I)
IF TO ANY OF THE ISSUERS, PARENT, DJL
AND THE GUARANTORS (IF ANY), TO DIAMOND JO WORTH, LLC, 3RD STREET ICE HARBOR,
P.O. BOX 1750, DUBUQUE, IOWA 52001, FACSIMILE NUMBER (563) 557-0549, ATTENTION:
CHIEF FINANCIAL OFFICER, WITH A COPY TO PENINSULA GAMING PARTNERS, LLC, 7137
MISSION HILLS DRIVE, LAS VEGAS, NEVADA 89113, FACSIMILE NUMBER (702) 247-6822,
ATTENTION:
MICHAEL S. LUZICH, AND ANOTHER COPY TO MAYER, BROWN, ROWE & MAW,
LLP, 1675 BROADWAY, NEW YORK, NEW YORK 10019, FACSIMILE NUMBER (212) 262-1910,
ATTENTION:
NAZIM ZILKHA, ESQ., AND
(II)
IF TO THE INITIAL PURCHASER, TO
JEFFERIES & COMPANY, INC., 520 MADISON AVENUE, 12TH FLOOR, NEW YORK, NEW YORK
10022, ATTENTION:
LLOYD FELLER, ESQ., WITH A COPY TO SKADDEN, ARPS, SLATE,
MEAGHER & FLOM LLP, 300 SOUTH GRAND AVENUE, SUITE 3400, LOS ANGELES, CALIFORNIA
90071, FACSIMILE NUMBER (213) 687-5600, ATTENTION:
ROD A. GUERRA, ESQ.
(PROVIDED,
THAT ANY NOTICE PURSUANT TO SECTION 8 HEREOF WILL BE MAILED,
DELIVERED, TELEGRAPHED OR SENT BY FACSIMILE AND CONFIRMED TO THE PARTY TO BE
NOTIFIED AND ITS COUNSEL), OR IN ANY CASE TO SUCH OTHER ADDRESS AS THE PERSON TO
BE NOTIFIED MAY HAVE REQUESTED IN WRITING.
30
(B)
SUCCESSORS AND ASSIGNS.
THIS AGREEMENT HAS
BEEN AND IS MADE SOLELY FOR THE BENEFIT OF AND SHALL BE BINDING UPON EACH OF THE
ISSUERS, PARENT, DJL AND THE GUARANTORS (IF ANY), THE INITIAL PURCHASER AND, TO
THE EXTENT PROVIDED IN SECTION 8, THE CONTROLLING PERSONS, OFFICERS, DIRECTORS,
PARTNERS, EMPLOYEES, REPRESENTATIVES AND AGENTS REFERRED TO IN SECTION 8, AND
THEIR RESPECTIVE HEIRS, EXECUTORS, ADMINISTRATORS, SUCCESSORS AND ASSIGNS, ALL
AS AND TO THE EXTENT PROVIDED IN THIS AGREEMENT, AND NO OTHER PERSON SHALL
ACQUIRE OR HAVE ANY RIGHT UNDER OR BY VIRTUE OF THIS AGREEMENT.
THE TERM
"SUCCESSORS AND ASSIGNS" SHALL NOT INCLUDE A PURCHASER OF ANY OF THE NOTES FROM
THE INITIAL PURCHASER MERELY BECAUSE OF SUCH PURCHASE.
(C)
GOVERNING LAW.
THIS AGREEMENT SHALL BE
CONSTRUED AND INTERPRETED, AND THE RIGHTS OF THE PARTIES SHALL BE DETERMINED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, INCLUDING, WITHOUT
LIMITATION, SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAWS
AND RULE 327(B) OF THE NEW YORK CIVIL PRACTICE LAWS AND RULES.