Peninsula Gaming Corp. Sample Contracts

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OPERATING AGREEMENT OF PENINSULA GAMING, LLC
Operating Agreement • July 30th, 2004 • Old Evangeline Downs Capital Corp • Services-racing, including track operation • Delaware
8 3/4% [SERIES A] [SERIES B](1) SENIOR SECURED NOTE DUE 2012
Old Evangeline Downs Capital Corp • July 30th, 2004 • Services-racing, including track operation
RECITALS
Intercreditor Agreement • July 30th, 2004 • Old Evangeline Downs Capital Corp • Services-racing, including track operation • New York
Exhibit 4.5A DIAMOND JO, LLC THE OLD EVANGELINE DOWNS CAPITAL CORP. $233,000,000 8 3/4% SENIOR SECURED NOTES DUE 2012 REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • July 30th, 2004 • Old Evangeline Downs Capital Corp • Services-racing, including track operation • New York
GUARANTY
Guaranty • July 30th, 2004 • Old Evangeline Downs Capital Corp • Services-racing, including track operation • New York
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
The Purchase Agreement • July 30th, 2004 • Old Evangeline Downs Capital Corp • Services-racing, including track operation • New York
Exhibit 4.5B DIAMOND JO, LLC THE OLD EVANGELINE DOWNS CAPITAL CORP. $233,000,000 8 3/4% SENIOR SECURED NOTES DUE 2012 JOINDER TO THE REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • July 30th, 2004 • Old Evangeline Downs Capital Corp • Services-racing, including track operation • New York
Exhibit 4.6B SUPPLEMENT TO SECURITY AGREEMENT This SUPPLEMENT TO SECURITY AGREEMENT, dated June 16, 2004 is delivered by the undersigned in favor of U.S. Bank National Association, as Trustee (together with any successor Trustee pursuant to the terms...
Supplement to Security Agreement • July 30th, 2004 • Old Evangeline Downs Capital Corp • Services-racing, including track operation

This SUPPLEMENT TO SECURITY AGREEMENT, dated June 16, 2004 is delivered by the undersigned in favor of U.S. Bank National Association, as Trustee (together with any successor Trustee pursuant to the terms of the Indenture, the "SECURED PARTY"), acting in the capacity of collateral agent for the benefit of itself and the Holders, pursuant to the Pledge and Security Agreement, dated as of April 16, 2004 (as it may be from time to time amended, restated, modified or supplemented, the "SECURITY AGREEMENT"), among Diamond Jo, LLC, a Delaware limited liability company ("DJL"), The Old Evangeline Downs Capital Corp., a Delaware corporation ("CAPITAL" and, together with DJL, the "ISSUERS"), OED Acquisition, LLC, a Delaware limited liability company ("OEDA"), Peninsula Gaming Corporation, a Delaware corporation ("PG CORP."), The Old Evangeline Downs, L.L.C., a Louisiana limited liability company ("OED"), and each additional Guarantor (as defined in the Indenture referred to therein) and Issuer

PORT OF DUBUQUE PUBLIC PARKING FACILITY DEVELOPMENT AGREEMENT BETWEEN THE CITY OF DUBUQUE, IOWA AND DIAMOND JO, LLC
Development Agreement • August 14th, 2007 • Peninsula Gaming Corp. • Services-racing, including track operation • Iowa

This Development Agreement (the Agreement) is made as of this 5th day of February, 2007 by and between the City of Dubuque, a municipal corporation of the State of Iowa (City), and Diamond Jo, LLC (f/k/a DJ Gaming Company, LLC), a Delaware limited liability company (DJDJ).

AIA Document B141-1997
Electronic Format • May 28th, 2003 • Old Evangeline Downs Capital Corp • Louisiana
INTERCREDITOR AGREEMENT between WELLS FARGO FOOTHILL, INC. and Dated as of June 24, 2003
Intercreditor Agreement • July 15th, 2003 • Old Evangeline Downs Capital Corp • Services-racing, including track operation • New York

THIS INTERCREDITOR AGREEMENT dated as of June 24, 2003 (this “Agreement”) is made by and among U.S. BANK NATIONAL ASSOCIATION, solely in its capacity as trustee under the Indenture (as defined below) and Secured Party under the Collateral Agreements (as defined in the Indenture) (the “Trustee”) and WELLS FARGO FOOTHILL, INC., a California (the “Credit Facility Lender”), as lender under the Credit Agreement (as defined in the Indenture).

FIRST AMENDMENT TO PURCHASE AGREEMENT
Purchase Agreement • May 28th, 2003 • Old Evangeline Downs Capital Corp

This Amendment to Purchase Agreement (the “Amendment”) executed the dates hereinbelow written, but effective the 1st day of January, 2002 by and among BIM3 INVESTMENTS, a Louisiana partnership (“Seller”), THE OLD EVANGELINE DOWNS, L.C., a Louisiana limited liability company (the “Company”) and OED ACQUISITION, LLC, a Delaware limited liability company, as successor in interest to PENINSULA GAMING PARTNERS, L.L.C., (the “Buyer”).

FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • April 2nd, 2007 • Peninsula Gaming Corp. • Services-racing, including track operation

This First Amendment to the Employment Agreement (this “First Amendment”), dated as of December 18, 2006, is entered into by and among Peninsula Gaming, LLC, a Delaware limited liability company (“Employer”), Peninsula Gaming Partners, LLP (“PGP”), a Delaware limited liability company, and Natalie Schramm (“Employee”).

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Exhibit 4.9B ACKNOWLEDGMENT The undersigned hereby acknowledges that (a) it has received a copy of the foregoing Intercreditor Agreement, dated as of April 16, 2004 (the "INTERCREDITOR AGREEMENT"; undefined capitalized terms used in this...
Old Evangeline Downs Capital Corp • July 30th, 2004 • Services-racing, including track operation

The undersigned hereby acknowledges that (a) it has received a copy of the foregoing Intercreditor Agreement, dated as of April 16, 2004 (the "INTERCREDITOR AGREEMENT"; undefined capitalized terms used in this Acknowledgment have the meanings assigned to them in the Intercreditor Agreement), by and among U.S. Bank National Association, as Trustee and Secured Party, and Wells Fargo Foothill, Inc., as Credit Facility Lender (as defined below), and consents thereto, and agrees to recognize all rights granted thereby to the Parties, and will not do any act or perform any obligation that is not in accordance with the agreements set forth in such Intercreditor Agreement; and (b) it is not an intended beneficiary or third party beneficiary under the Intercreditor Agreement.

STOCK PLEDGE AGREEMENT
Stock Pledge Agreement • July 15th, 2003 • Old Evangeline Downs Capital Corp • Services-racing, including track operation • New York

THIS STOCK PLEDGE AGREEMENT (this “Agreement”), entered into as of the 24th day of June, 2003, by and among each of the entities, listed on the signature pages hereof as pledgors (each a “Pledgor” and collectively, the “Pledgors”), together with any additional entity that hereafter becomes a pledgor hereto by executing the form of Supplement attached hereto as Annex 2, and WELLS FARGO FOOTHILL, INC., a California corporation, as lender (the “Lender”).

FIRST AMENDMENT TO PURCHASE AGREEMENT
Purchase Agreement • October 23rd, 2009 • Peninsula Gaming Corp. • Services-racing, including track operation • New York

FIRST AMENDMENT TO PURCHASE AGREEMENT (this “Amendment”),is entered into as of October 22, 2009 by and among Columbia Properties New Orleans, L.L.C., a Louisiana limited liability company (“Seller”), AB Casino Acquisition LLC, a Delaware limited liability company (“Buyer”), and, Peninsula Gaming Partners, LLC (“PGP”).

LOAN AND SECURITY AGREEMENT by and among THE OLD EVANGELINE DOWNS, L.L.C. (“OED”) and THE OLD EVANGELINE DOWNS CAPITAL CORP. (“OED CAPITAL”) as Borrowers, and WELLS FARGO FOOTHILL, INC. as Lender Dated as of June 24, 2003
Loan and Security Agreement • July 15th, 2003 • Old Evangeline Downs Capital Corp • Services-racing, including track operation • New York

THIS LOAN AND SECURITY AGREEMENT (this “Agreement”), is entered into as of June 24, 2003 by and among WELLS FARGO FOOTHILL, INC., a California corporation (“Lender”), THE OLD EVANGELINE DOWNS, L.L.C., a Louisiana limited liability company (“Parent”), THE OLD EVANGELINE DOWNS CAPITAL CORP., a Delaware corporation (“OED Capital”), and each of Parent’s other wholly-owned Subsidiaries identified on the signature pages hereof (such Subsidiaries, together with Parent and OED Capital, are referred to hereinafter each individually as a “Borrower,” and individually and collectively, jointly and severally, as the “Borrowers”).

Multi-Party Blocked Account Agreement (“Agreement”) Dated as of June 24, 2003 among The Old Evangeline Downs, L.L.C. (“Customer”), Wells Fargo Foothill, Inc. (“SP1”) and American Trust and Savings Bank (“American Trust”)
Multi-Party Blocked Account Agreement • July 15th, 2003 • Old Evangeline Downs Capital Corp • Services-racing, including track operation • Iowa

The Customer maintains a demand deposit account at American Trust with the following number: #2010957 (the “Account”) into which Account checks and other items of payment (“Items”) are deposited.

Multi-Party Blocked Account Agreement (“Agreement”) Dated as of June 24, 2003 among The Old Evangeline Downs, L.L.C. (“Customer”), Wells Fargo Foothill, Inc. (“SP1”) and Bank One, NA (“Bank One”)
Multi-Party Blocked Account Agreement • July 15th, 2003 • Old Evangeline Downs Capital Corp • Services-racing, including track operation • New York

The Customer maintains demand deposit accounts at Bank One with the following numbers: #7101361681; #7107060002; #1584973422; #7107267731; #7101267723; #7101267693; #7101267707; #1589600871; and #7001008110 (collectively, the “Account”) into which Account checks and other items of payment (“Items”) are deposited.

THE OLD EVANGELINE DOWNS, L.L.C. FIRST AMENDMENT TO AMENDED AND RESTATED OPERATING AGREEMENT
Operating Agreement • May 28th, 2003 • Old Evangeline Downs Capital Corp

THIS FIRST AMENDMENT TO THE AMENDED AND RESTATED OPERATING AGREEMENT OF THE OLD EVANGELINE DOWNS, L.L.C. (this “Amendment”), dated as of May 21, 2003, is made by and among The Old Evangeline Downs, L.L.C. (the “Company”), a Louisiana limited liability company, and OED Acquisition, LLC, as the sole member of the Company (the “Sole Member”).

SECOND AMENDMENT TO PORT OF DUBUQUE PUBLIC PARKING FACILITY DEVELOPMENT AGREEMENT
Development Agreement • August 14th, 2007 • Peninsula Gaming Corp. • Services-racing, including track operation

This Second Amendment to Port of Dubuque Public Parking Facility Development Agreement (the “Second Amendment”) is made as of this 6th day of August, 2007 by and between the City of Dubuque, Iowa, a municipal corporation of the State of Iowa (the “City”) and Diamond Jo, LLC (f/k/a DJ Gaming Company, LLC), a Delaware limited liability company (“DJ”).

AMENDED AND RESTATED OPERATING AGREEMENT OF THE OLD EVANGELINE DOWNS, L.L.C.
Operating Agreement • May 28th, 2003 • Old Evangeline Downs Capital Corp • Louisiana

THIS AMENDED AND RESTATED OPERATING AGREEMENT (the “Agreement”) of The Old Evangeline Downs, L.L.C. ( the “Company”) is made and entered into to be effective for all purposes as of January 30, 2003 by and between the Company and OED Acquisition, LLC, as the sole member of the Company (the “Sole Member”).

FIRST AMENDMENT TO PORT OF DUBUQUE PUBLIC PARKING FACILITY DEVELOPMENT AGREEMENT BETWEEN THE CITY OF DUBUQUE, IOWA AND DIAMOND JO, LLC
Development Agreement • August 14th, 2007 • Peninsula Gaming Corp. • Services-racing, including track operation

Whereas, a Development Agreement (the Agreement), dated February 5, 2007, was entered into by and between the City of Dubuque, a municipal corporation of the State of Iowa (City), and Diamond Jo, LLC (f/k/a DJ Gaming Company, LLC), a Delaware limited liability company (DJ); and

THIRD AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • April 2nd, 2007 • Peninsula Gaming Corp. • Services-racing, including track operation

This Third Amendment to the Employment Agreement (this “Third Amendment”), dated as of December 18, 2006, is entered into by and among Peninsula Gaming, LLC, a Delaware limited liability company (“Employer”), Peninsula Gaming Partners, LLP (“PGP”), a Delaware limited liability company, and Jonathan Swain (“Employee”).

COLLATERAL ACCESS AGREEMENT
Collateral Access Agreement • July 15th, 2003 • Old Evangeline Downs Capital Corp • Services-racing, including track operation • New York

WHEREAS, BEAU SE JOUR COMPANY, L.L.C., a Limited Liability Company (hereinafter “Landlord”) is the Landlord and THE OLD EVANGELINE DOWNS, L.C., a Louisiana limited liability company, is the tenant (hereinafter the “Tenant”) pursuant to a lease dated September 19, 1995 (together with any modifications, supplements, renewals and amendments, hereinafter the “Lease”) covering a portion or all of the real property located at 2220 West Old Spanish Trail, New Iberia, Louisiana 70560 (hereinafter the “Property”); and

PURCHASE AGREEMENT
Purchase Agreement • April 2nd, 2007 • Peninsula Gaming Corp. • Services-racing, including track operation • New York

Each of Peninsula Gaming, LLC, a Delaware limited liability company ("PGL"), Diamond Jo, LLC, a Delaware limited liability company ("DJL"), and Peninsula Gaming Corp., a Delaware corporation ("PGC" and, collectively with PGL and DJL, the "Issuers"), and each of the entities listed on the signature pages hereto under the heading "Subsidiary Guarantors" (the "Subsidiary Guarantors") hereby agrees with you as follows:

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