Exhibit 4.5B
▇▇▇▇▇▇▇ ▇▇, LLC
THE OLD ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ CAPITAL CORP.
$233,000,000 8 3/4% SENIOR SECURED NOTES DUE 2012
JOINDER TO THE REGISTRATION RIGHTS AGREEMENT
June 16, 2004
▇▇▇▇▇▇▇▇▇ & COMPANY, INC.
▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Ladies and Gentlemen:
Reference is made to the Registration Rights Agreement (the
"REGISTRATION RIGHTS AGREEMENT") dated April 16, 2004, by and among ▇▇▇▇▇▇▇ ▇▇,
LLC, a Delaware limited liability company (the "COMPANY"), The Old ▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇ Capital Corp., a Delaware corporation ("CAPITAL" and, together with the
Company, the "ISSUERS"), and the Guarantors listed on the signature pages
thereto under the heading "Guarantors," on the one hand, and ▇▇▇▇▇▇▇▇▇ &
Company, Inc. (the "INITIAL PURCHASER"), on the other hand. Capitalized terms
used herein but not defined herein shall have the respective meanings assigned
to such terms in the Registration Rights Agreement.
This letter agreement is being executed and delivered concurrently
with the consummation of the Reorganization Transactions.
1. Joinder. Peninsula Gaming, LLC, a Delaware limited liability
company (the "PARENT ISSUER"), hereby agrees to be bound by the terms,
conditions and other provisions of the Registration Rights Agreement with all
attendant rights, duties and obligations stated therein, with the same force and
effect as if originally named as an "Issuer" therein and as if the Parent Issuer
had executed the Registration Rights Agreement on the date thereof.
2. 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 LAW AND RULE 327(b) OF NEW YORK CIVIL
PRACTICE LAWS AND RULES. EACH ISSUER AND EACH GUARANTOR HEREBY IRREVOCABLY
SUBMITS TO THE JURISDICTION OF ANY NEW YORK STATE COURT SITTING IN THE BOROUGH
OF MANHATTAN IN THE CITY OF NEW YORK OR ANY FEDERAL COURT SITTING IN THE BOROUGH
OF MANHATTAN IN THE CITY OF NEW YORK IN RESPECT OF ANY SUIT, ACTION OR
PROCEEDING ARISING OUT OF OR RELATING
TO THIS AGREEMENT, AND IRREVOCABLY ACCEPTS FOR ITSELF AND IN RESPECT OF ITS
PROPERTY, GENERALLY AND UNCONDITIONALLY, JURISDICTION OF THE AFORESAID COURTS.
EACH ISSUER AND EACH GUARANTOR IRREVOCABLY WAIVES, TO THE FULLEST EXTENT IT MAY
EFFECTIVELY DO SO UNDER APPLICABLE LAW, TRIAL BY JURY AND ANY OBJECTION THAT IT
MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUCH SUIT, ACTION OR
PROCEEDING BROUGHT IN ANY SUCH COURT AND ANY CLAIM THAT ANY SUCH SUIT, ACTION OR
PROCEEDING BROUGHT IN SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. EACH
ISSUER AND EACH GUARANTOR IRREVOCABLY CONSENTS, TO THE FULLEST EXTENT IT MAY
EFFECTIVELY DO SO UNDER APPLICABLE LAW, TO THE SERVICE OF PROCESS OF ANY OF THE
AFOREMENTIONED COURTS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES
THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO SUCH ISSUER OR SUCH
GUARANTOR, AS THE CASE MAY BE, AT ITS ADDRESS SET FORTH HEREIN, SUCH SERVICE TO
BECOME EFFECTIVE 30 DAYS AFTER SUCH MAILING. NOTHING HEREIN SHALL AFFECT THE
RIGHT OF ANY PARTY TO THIS AGREEMENT TO SERVE PROCESS IN ANY OTHER MANNER
PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST
ANY OTHER PARTY TO THIS AGREEMENT IN ANY OTHER JURISDICTION.
3. Counterparts. This letter agreement may be executed in any number
of counterparts and by the parties hereto in separate counterparts, each of
which when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.
4. Amendments. No amendment or waiver of any provision of this
letter agreement, nor any consent or approval to any departure therefrom, shall
in any event be effective unless the same shall be in writing and signed by the
parties hereto.
5. Headings. The headings in this letter agreement are for
convenience of reference only and shall not limit or otherwise affect the
meaning hereof.
[signature pages follow]
If the foregoing is in accordance with your understanding of this
letter agreement, kindly sign and return to us a counterpart thereof, whereupon
this instrument will become a binding agreement among the Issuers, the
Guarantors, the Parent Issuer party hereto and the Initial Purchaser in
accordance with its terms.
Very truly yours,
PENINSULA GAMING, LLC
By:/s/▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇
------------------------------
Name: ▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Chief Executive Officer
ACCEPTED AND AGREED TO:
▇▇▇▇▇▇▇▇▇ & Company, Inc.
By: /s/▇▇▇▇▇ ▇▇▇▇▇▇▇
----------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Managing Director