Exhibit 1.2
DIAMOND JO, LLC
THE OLD EVANGELINE DOWNS CAPITAL CORP.
$233,000,000 8 3/4% SENIOR SECURED NOTES DUE 2012
JOINDER TO THE PURCHASE AGREEMENT
June 16, 2004
JEFFERIES & COMPANY, INC.
11100 Santa Monica Boulevard
10th Floor
Los Angeles, California 90025
Ladies and Gentlemen:
Reference is made to
(a) the Purchase
Agreement,
dated March 25,
2004 (the "PURCHASE AGREEMENT"), by and among Diamond Jo, LLC, a Delaware
limited liability company (the "COMPANY"), The Old Evangeline Downs Capital
Corp., a Delaware corporation ("CAPITAL" and, together with the Company,
the
"ISSUERS"), the Guarantors listed on the signature pages thereto under the
heading "Guarantors," and, with respect to Section 12
thereto only,
Peninsula
Gaming, LLC, a Delaware limited
liability company (the
"PARENT ISSUER") on the
one hand, and Jefferies & Company, Inc.
(the "INITIAL PURCHASER"), on the other
hand, and (b) the Indenture, dated as of
the Closing Date (the "INDENTURE"), by
and among the Issuers and U.S. Bank National Association, as Trustee.
Capitalized terms used herein but not defined
herein shall have the
respective
meanings assigned to such terms in the
Purchase Agreement.
The Issuers have received the Requisite Regulatory Approvals for
the
Reorganization Transactions. The Purchase Agreement and the Indenture
require
that this Joinder to the Purchase
Agreement (this "JOINDER") be executed and
delivered as part of, and concurrently with the consummation of, the
Reorganization Transactions.
1. Joinder.
The Parent Issuer
hereby agrees to become bound by the
terms, conditions and other provisions of the Purchase 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 Purchase Agreement on the
date thereof.
2. GOVERNING LAW. THIS
JOINDER SHALL BE CONSTRUED AND INTERPRETED,
AND THE RIGHTS OF THE PARTIES SHALL BE
DETERMINED IN ACCORDANCE WITH THE LAWS OF
