0001104659-07-024864 Sample Contracts

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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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”).

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:

AMENDED AND RESTATED OPERATOR’S AGREEMENT
Operator's Agreement • April 2nd, 2007 • Peninsula Gaming Corp. • Services-racing, including track operation • Iowa

This Operator’s Agreement (“Agreement”) is made and entered into by and between the Worth County Development Authority, an Iowa not-for-profit corporation (the “WCDA”) and Diamond Jo Worth L.L.C., an Iowa Limited Liability Company (“Diamond Jo”) as of the 5th day of November, 2004.

FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENT AND CONSENT
Loan and Security Agreement • April 2nd, 2007 • Peninsula Gaming Corp. • Services-racing, including track operation • New York

This FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENT AND CONSENT (this “Amendment”) is entered into as of December 22, 2006, among DIAMOND JO, LLC (formerly known as Peninsula Gaming Company, LLC), a Delaware limited liability company (“DJL”), THE OLD EVANGELINE DOWNS, L.L.C., a Louisiana limited liability company (“OED”, and together with DJL, referred to hereinafter each individually as a “Borrower”, and individually and collectively, as “Borrowers”), the Lenders (as defined in the hereinafter defined Loan Agreement) signatories hereto, and WELLS FARGO FOOTHILL, INC., a California corporation, as the arranger and agent for the Lenders (“Agent”).

FORM OF INCENTIVE UNIT AWARD AGREEMENT
Incentive Unit Award Agreement • April 2nd, 2007 • Peninsula Gaming Corp. • Services-racing, including track operation • Delaware

THIS AGREEMENT (the “Agreement”), entered into as of the Grant Date (as defined in paragraph 1), by and between the Participant and Peninsula Gaming Partners, LLC (the “Company”);

DIAMOND JO WORTH, LLC AND DIAMOND JO WORTH CORP. (as Issuers) $40,000,000 11% Senior Secured Notes due 2012
Second Supplemental Indenture • April 2nd, 2007 • Peninsula Gaming Corp. • Services-racing, including track operation • New York

THIS SECOND SUPPLEMENTAL INDENTURE, dated as of December 21, 2006 (the “Supplemental Indenture”), by and among Diamond Jo Worth, LLC (the “Company”, a Delaware limited liability company, Diamond Jo Worth Corp. (“DJW Corp.”), a Delaware corporation, and U.S. Bank National Association, as trustee (the “Trustee”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Indenture (as defined below).

THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT AND CONSENT
Loan and Security Agreement • April 2nd, 2007 • Peninsula Gaming Corp. • Services-racing, including track operation • New York

This THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT AND CONSENT (this “Consent”) is entered into as of December 6, 2006, among DIAMOND JO, LLC (formerly known as Peninsula Gaming Company, LLC), a Delaware limited liability company (“DJL”), THE OLD EVANGELINE DOWNS, L.L.C., a Louisiana limited liability company (“OED”, and together with DJL, referred to hereinafter each individually as a “Borrower”, and individually and collectively, as “Borrowers”), the Lenders (as defined in the hereinafter defined Loan Agreement) signatories hereto, and WELLS FARGO FOOTHILL, INC., a California corporation, as the arranger and agent for the Lenders (“Agent”).

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