EXHIBIT
      10.65





AMENDED
AND RESTATED


PORT
OF DUBUQUE PUBLIC PARKING FACILITY


DEVELOPMENT
AGREEMENT


BETWEEN


THE
CITY OF DUBUQUE, IOWA


AND


DIAMOND
JO, LLC





This
Amended and Restated Port of Dubuque Public Parking Facility Development
Agreement (the Agreement) is made as of this 1st day of
October, 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).





WHEREAS,
DJ intends to develop a new casino in the Port of Dubuque of the City of
Dubuque, Iowa, (the DJ Development) on real estate legally described on attached
Exhibit A (the DJ Real Estate); and





WHEREAS,
in conjunction with the DJ Development, the parties believe that it is in both
of their interests that City design, develop, finance and construct a public
multi-level public parking facility to be owned and operated by City on real
estate owned by City located adjacent to the DJ Real Estate and legally
described on attached Exhibit B (the Public Parking Facility Real Estate) and as
conceptually described on attached Exhibit C (the Public Parking Facility);
and





WHEREAS,
in connection therewith the City and DJ have heretofore entered into a Port of
Dubuque Public Parking Facility Development Agreement dated as of February 5,
2007, as amended by a First Amendment to Port of Dubuque Public Parking Facility
Development Agreement approved by the City Council of the City on March 21, 2007
and a Second Amendment to Port of Dubuque Public Parking Facility Development
Agreement dated as of August 6, 2007 (together, the "Development Agreement");
and





WHEREAS,
the City and DJ now desire to further amend and restate the Development
Agreement as set forth herein.





NOW,
THEREFORE,in return for
good and valuable consideration of the matters set forth in the above and
foregoing recitals it is hereby agreed as follows:





SECTION
1.                                DJ
OBLIGATIONS.





1.1.           DJ
Development.  DJhereby agrees to
construct on the DJ Real Estate a casino development of not less than one
hundred forty thousand (140,000) square feet of floor space along with necessary
site work at a cost of approximately $45,000,000.00.





(1)           DJ
agrees that the design of the DJ Development shall be subject to the prior
written approval of sightlines by Port of Dubuque Adams, L.L.C.





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(2)           DJ
hereby agrees that construction of DJ Development shall be commenced by no later
than six months following the final approval of the design by the City Manager
after review by the Design Review Committee and shall be substantially completed
no later than eighteen months from the commencement of
construction.





(3)           The
time frames for the performance of this obligation shall be suspended due to
unavoidable delays meaning delays, outside the control of DJ, which are the
direct result of strikes, other labor troubles, unusual shortages of materials
or labor, unusually severe or prolonged bad weather, acts of God, fire or other
casualty to the DJ Development, litigation commenced by third parties which, by
injunction or other similar judicial action or by the exercise of reasonable
discretion directly results in delays, or acts of any federal, state or local
government which directly result in extraordinary delays.  The time
for performance of such obligations shall be extended only for the period of
such delay.





1.2.           DJ Financial
Commitment.  In consideration of the benefits to DJ provided in
this Agreement, DJ agrees to pay into an escrow account (the "Escrow Account")
administered by the City as provided in the Escrow Agreement, Exhibit M, the sum
of $6.35 million (the “Initial Advance”), provided that DJ shall be allowed, at
its sole discretion, to increase the amount of the Initial Advance and receive a
corresponding reduction in the minimum assessment provided under Section 1.4 so
that the aggregate amount of the Initial Advance and the Bond proceeds under
Section 2.3 remains unchanged.





(1)
            The
      Initial Advance shall be applied by City toward the cost of designing and
      constructing the Public Parking Facility.  DJ shall pay such
      Initial Advance as costs and expenses are incurred by City within thirty
      (30) days of receipt of a statement and accompanying documentation
      therefor from City as such costs and expenses are incurred by City during
      the design of the Public Parking
Facility.





(2)
            If
      not sooner paid, the balance of the Initial Advance shall be paid by DJ to
      City prior to and as a condition of the award by City of the construction
      contract for the Public Parking
Facility.





(3)
            In
      the event the Public Parking Facility is not completed, for any reason
      other than due to DJ’s material breach of this Agreement, in accordance in
      all material respects with the design plans or budget as provided in this
      Agreement, City shall be obligated to reimburse DJ for the portion of the
      Initial Advance DJ paid by it pursuant to this Agreement.  Such
      reimbursement shall be payable by City over time from amounts City
      receives from the State of Iowa for City's one-half percent (1⁄2%) share of
      the adjusted gross receipts paid by DJ under Iowa Code Section 99F.11 and
      from no other source of City funds.





(4)
            It
      is agreed that this Agreement satisfies DJ's and City’s obligations under
      Section 32 of the Lease Agreement between City and
  DJ.





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(5)
            The
      parties agree that all contracts entered into by City for the design and
      construction of the Public Parking Facility shall be for a fixed price or
      a guaranteed maximum price (GMP), so as to allow for the establishment of
      a maximum total cost for the design and construction of the Public Parking
      Facility.





(a)
            Any
      change orders or modifications to such contracts that will result in the
      fixed price or the GMP, together with all previous change orders or
      modifications, exceeding 110% of the fixed price or the GMP, shall require
      the written consent of both City and
DJ.





(b)
            DJ
      agrees that in the event it so consents to such a change order or other
      modification to a contract that will result in the fixed price or the GMP,
      together with all previous change orders or modifications, exceeding 110%
      of the fixed price or the GMP, it shall pay to City within thirty (30)
      days of receipt of a statement from City the amount by which such costs
      exceed 110% of the fixed price or the
GMP.





(c)
            If
      the amount by which such costs exceed the sum of the Initial Advance and
      the proceeds of the Bonds described in Section 2.3 are determined prior to
      the award by City of a contract for the construction of the Public Parking
      Facility and DJ does not terminate this Agreement as provided in Section
      3.1, DJ shall pay such amount, together with a contingency amount of ten
      per cent (10%) of the amount of the construction contract, to City prior
      to the award by City of the construction
  contract.





(d)           Upon
acceptance of the Public Parking Facility by the City Council and after payment
by City of all costs for the design and construction of the Public Parking
Facility, City shall refund to DJ any balance in the Escrow Fund, if any, and
all interest earned on the Initial Advance.  Any remaining proceeds of
the Bonds described in Section 2.3 shall be applied as set forth in the
resolution of the City Council authorizing their issuance and Section
2.3(4).








1.3.           Operating Costs of Public
Parking Facility.  Following the opening of the Public Parking
Facility and continuing for the life of the Public Parking Facility, DJ agrees
to pay the reasonable and necessary actual   operating costs
incurred by City for the operation, security, repair and maintenance of the
Public Parking Facility. Such operating costs shall include those listed on
attached Exhibit K.





(1)
            Any
      costs that exceed $1,100 during the first year of operation of the Public
      Parking Facility (after the first year of operation of the Public Parking
      Facility, the amount of such costs shall be adjusted annually by the
      increase, if any, from the previous year in the Consumer Price Index for
      all items for All Urban Consumers-U.S. City Average, published by the U.S.
      Department of Labor, Bureau of
Labor





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Statistics)
and that have a useful life of 3 years or more shall be considered capital
items. City shall first use the funds paid by DJ under the first unnumbered
paragraph of Sec. 1.5 before requesting reimbursement from DJ for additional
capital maintenance costs.





(2)
            DJ
      shall reimburse City for such costs within thirty (30) days of receipt of
      a statement therefor from City providing reasonable documentation to
      support such amount.





(3)
            Following
      the opening of the Public Parking Facility, City will contract with DJ at
      a total cost of $1.00 per year, for the maintenance and security
      requirements of the Public Parking Facility pursuant to the Maintenance
      Services Agreement attached hereto as Exhibit
      J.  Notwithstanding any provision in the Agreement to the
      contrary, DJ agrees that City may in its sole discretion, with or without
      cause, terminate the Agreement and provide such reasonable and customary
      services with its own staff or contract with a third party for such
      services, all costs for which DJ shall reimburse City as provided in this
      Agreement.  If City terminates the Agreement, City shall
      purchase from DJ any equipment at its depreciated value purchased by DJ
      for its maintenance and security requirements under the
      Agreement.





(4)
            Failure
      of DJ to make any payment required by this Section shall constitute an
      Event of Default under Section 3.3 of this
  Agreement.





1.4.           Minimum
Assessment.  The parties shall execute the Minimum Assessment
Agreement attached hereto as Exhibit D.  DJ shall provide City with a
guaranty in the form of Exhibit F for DJ’s obligation to pay real estate taxes
on the DJ Development.





1.5.           Sinking
Fund.  DJ agrees to pay to City each year during the life of
the Public Parking Facility, commencing on the date of the opening of the Public
Parking Facility, and on anniversary of such date each year thereafter, an
amount equal to $80 per parking space in the Public Parking Facility adjusted
annually by the increase, if any, from the previous year in the Consumer Price
Index for all items for All Urban Consumers—U.S. City Average, published by the
U.S. Department of Labor, Bureau of Labor Statistics.





(1)
            Such
      amount shall be separately accounted for by City and shall be drawn upon
      by City from time to time to be used solely to satisfy the capital
      maintenance requirements of the Public Parking Facility determined
      necessary by City in its sole
discretion.





(2)
            For
      the purposes of this Agreement, "capital maintenance" shall mean any
      expenditure, or related series of expenditures, in excess of $1,100 during
      the first year of operation of the Public Parking Facility (after the
      first year of operation of the Public Parking Facility, the amount of such
      costs shall be adjusted annually by the increase, if any, from the
      previous year in the Consumer Price Index for all items
  for





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All Urban
Consumers-U.S. City Average, published by the U.S. Department of Labor, Bureau
of Labor Statistics) and that has a useful life of three years or
more.





(3)
            Failure
      of DJ to make any payment required by this Section shall constitute an
      Event of Default under Section 3.3 of this
  Agreement.





1.6.           Rental and Compensation for
Parking Privileges.  DJ agrees to pay to City the rental and
compensation for parking privileges as provided in Par. 2 of the Lease Agreement
Between the City of Dubuque, Iowa and DJ Gaming Company, LLC, Exhibit Gattached hereto, for the
Term of the Lease Agreement and thereafter for so long as Lots 1 and 2 described
therein may remain available to DJ at City’s sole discretion on the same basis
as provided in the Lease Agreement. Failure of DJ to make any payment required
by this Section constitutes a default of this Agreement and in addition to any
other remedy, City shall upon such default have the right to impose such fees as
City determines in its sole discretion for use of the Public Parking
Facility.





1.7.           DJ
acknowledges that City has the right in its sole discretion to install parking
meters on the streets in the Port of Dubuque.





1.8.           Real Estate
Taxes.  DJ shall pay or cause to be paid during the Term of
this Agreement, when due, all real property taxes and assessments payable with
respect to all and any parts of the DJ Development. Failure of DJ to make any
payment required by this Section shall constitute an Event of Default under
Section 3.3 of this Agreement.





SECTION
2.                                CITY
OBLIGATIONS.





2.1.           Design and Construction of
the Public Parking Facility.  Subject to the conditions set
forth in this Agreement, City agrees to design and construct the Public Parking
Facility at a cost estimated to be approximately $23,043,800.00 on the Public
Parking Facility Real Estate.





(1)           The
footprint of the Public Parking Facility shall be consistent with the concept
shown on Exhibit I, and in harmony with the DJ Development and the Port of
Dubuque Adams Development, L.L.C., and The Durrant Group, L.L.C. Development in
appearance and function.





(2)           City
shall retain either YWS Architects or The Durrant Group, Inc., based on
whichever architect comes in with the lower bid, to design the Public Parking
Facility on terms acceptable to City in its sole discretion (the "Project
Architect").





(3)           City
shall hold weekly progress meetings with the Project Architect, DJ and its
representatives during the design and construction of the Public Parking
Facility.


City
agrees to allow DJ to provide input and comments on the design of the Public
Parking Facility, including but not limited to providing DJ timely copies of all
design documents and correspondence regarding design and providing timely notice
to DJ





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of any
meetings regarding the design of the Public Parking Facility and allowing DJ to
attend such meetings.











(5)
            City
      shall retain as a cost of the design of the Public Parking Facility an
      architecture firm to provide such design review as City determines
      necessary of the Project Architect’s
design.





(6)
            The
      parties agree that the Public Parking Facility shall be designed to
      include a north façade alternate (the “North Façade Alternate”), which
      shall be included as part of the plans and specifications for the Public
      Parking Facility and bid at the same time as the primary construction
      contract for the Public Parking Facility.    The City
      shall have the right, in its sole discretion and without the prior consent
      of DJ, to either (i) accept a bid and proceed with the construction of the
      North Façade Alternate as part of the primary construction contract for
      the Public Parking Facility, or (ii) decline to accept a bid for the North
      Façade Alternate when the primary construction contract is
      awarded.  If the City determines not to accept a bid for the
      North Façade Alternate when the primary construction contract for the
      Public Parking Facility is awarded, the City shall calculate the average
      of all bids received for the construction of the North Façade Alternate
      that were received at such time, and the average amount so calculated or,
      if greater, the amount bid by the contractor being awarded the primary
      construction contract, shall be included in the amount of the Bonds
      described in Section 2.3 hereof.  The City shall place the
      proceeds from the Bonds related to the North Façade Alternate in an
      interest bearing account.  At any time prior to June 1, 2012,
      the City may determine to use those Bond proceeds, and such other City
      funds as it may determine to be appropriate, to construct the North Façade
      Alternate.  In the event the City does not elect to use those
      Bond proceeds to construct the North Façade Alternate prior to June 1,
      2012, those Bond proceeds including investment income thereon, will be
      applied to redeem Bonds on that date or as soon as is practicable once
      such election is made pursuant to the redemption provisions of the Bonds
      generally described in Section 2.3 (4)
below.





2.2.           Use of Parking Lot by
DJ.  City agrees that for so long as DJ is not in default (as
defined under Section 3.3 below), and subject to City’s right to limit access to
the Public Parking Facility during emergencies, severe weather conditions,
maintenance or other similar circumstances, the Public Parking Facility shall
remain open 24 hours per day, 7 days per week to the general public, including
but not limited to DJ’s patrons (but excluding DJ’s employees who DJ agrees to
prohibit from parking in the Public Parking Facility), in each case free of
charge and without any unreasonable restrictions, but subject to the terms of
the Development Agreement between City, Port of Dubuque Adams
Development,





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L.L.C.,
and The Durrant Group, L.L.C., and the Development Agreement between City and
The McGraw-Hill Companies.





City
agrees no future development project in the Port of Dubuque over which City has
control or is able to exercise influence shall be approved by City unless such
development project contemplates and provides for parking sufficient to
accommodate the reasonable parking needs of such development for the foreseeable
future as determined by City in its sole discretion. It is acknowledged by DJ
that the Public Parking Facility is intended to be utilized for the shared
parking needs of the Port of Dubuque, including but not limited to the
development contemplated by Port of Dubuque Adams, L.L.C. and The Durrant Group,
L.L.C., as described in Exhibit E,the DJ Development,
Dubuque County Historical Society projects, and McGraw-Hill for employee parking
as provided in Par. 12 of the Development Agreement Between the City of Dubuque
and The McGraw-Hill Companies, Inc., Exhibit L attached hereto.





2.3.           City Financing
Obligations.  City agrees, subject to the conditions set forth
in Section 2.4 below, to issue tax increment financing bonds (the Bonds) for the
remaining costs associated with the design and construction of the Public
Parking Facility in such amount as to allow for the Bonds to be paid off over a
period of thirty (30) years utilizing the Incremental Property Tax Revenues (as
defined below) and the income earned on any reserve fund, in whole, or in part
should the Incremental Property Tax Revenues and income earned on any reserve
fund exceed the Bond payment obligations from the DJ Development and assuming a
minimum assessment amount as provided in Exhibit D.





(1)
            Interest
      and principal shall be paid from Incremental Property Tax Revenues
      generated by the DJ Development and income earned on the any reserve fund,
      as provided in Exhibit D.





(2)
            DJ
      recognizes and
      agrees thatIncremental Property Tax Revenues are solely and only the
      incremental taxes collected by City in respect to theDJDevelopment,which does not include
      property taxes collected for the payment of bonds and interest of each
      taxing district,and taxes for the regular and voter-approved
      physical plant and equipment levy, and any other portion required to be
      excluded by Iowa law. Accordingly, the
      parties understand that due to the amounts that are legally required to be
      excluded from the Incremental Property Tax Revenues, such incremental taxes
      will not include all amounts paid byDJas regular property
      taxes.





(3)           DJ
acknowledges and agrees that it shall identify for City a purchaser for the
Bonds (the Purchaser) and City agrees to negotiate in good faith with the
Purchaser with respect to the terms of the Bonds.  Except as
specifically set forth herein, DJ further acknowledges and agrees that the Bonds
shall be sold on such terms and conditions, bear such interest rates, have such
reserve funding requirements, mature at such times and in such amounts as City,
in its sole but reasonable, good faith discretion, shall determine to be
acceptable to it and the Purchaser and shall be payable from and secured solely
and only by a pledge of the Incremental





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Property
Tax Revenues to be collected by City in respect of the DJ Development and income
earned on any reserve fund during a period not to exceed thirty (30)
years.





(4)
            Proceeds
      of the Bonds shall be applied only to the payment of capitalized interest
      thereon (if necessary), debt service reserve funding, costs of issuance,
      and the payment of the costs of the design and construction of the Public
      Parking Facility, including the funding of a contingency amount equal to
      10% of the fixed price, GMP for the Public Parking Facility as provided in
      Section 1.2(5) above (the "Contingency Amount").  The terms of
      the Bonds shall provide in substance that the portion of the Bonds issued
      for the payment of the costs of the design and construction of the Public
      Parking Facility, including the funding of the Contingency Amount and
      including the Bonds issued in anticipation of the construction of the
      North Facade Alternate, plus any income earned thereon, and not so used
      for that purpose, shall be used by the City to defease or call
      Bonds.





(5)           City
shall have no obligation to fund the costs of the design and construction of the
Public Parking Facility to be paid hereunder from any source other than the
proceeds of the Bonds.





(6)           City's
obligation to issue the Bonds and undertake its obligations hereunder shall be
subject in all respects to unavoidable delays, the provisions of this Section
and Section 2.4, and to the satisfaction of all conditions required (in the
reasonable judgment of bond counsel for City) by Chapter 403 of the Code of
Iowa, as amended, with respect to the issuance of the Bonds.





(7)           The
parties agree that in the event the election is not made by the City to
construct the North Façade Alternate as provided in Section 2.1(6) and the funds
that are held in escrow for the North Façade Alternate are used to call and
satisfy a portion of the Bonds as provided in Section 2.3(4) above, any excess
Incremental Property Tax Revenues that are not attributable to an increase in
valuation of the DJ Development or the applicable tax rate and which would have
otherwise been used to pay principal and interest on the Bonds related to the
North Façade Alternate shall be placed in an interest earning escrow account by
the City and along with any income earned thereon, used to call or defease the
Bonds.  DJ shall have the right to select the Bonds that will be
called or defeased.





2.4.           Limitations on Financial
Undertakings of City.  Notwithstanding any other provisions of
this Agreement, City shall have no obligation to DJ under this Agreement to
issue the Bonds or to fund the design or construction of the Public Parking
Facility, if any of the following conditions exist as of October 20,
2007:





(1)           City
is unable to complete the sale of the Bonds on such terms and conditions as it
shall deem necessary or desirable in its sole discretion; or





(2)           City
is entitled (or, with the passage of time or giving of notice, or both,
would





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be
entitled) under this Agreement to exercise any remedies set forth therein as a
result of any Event of Default;





(3)           DJ
fails to sign the Minimum Assessment Agreement and provide City with the
guaranty required by Section 1.4; or





(4)           There
has been, or there occurs, a material adverse change in the financial condition
of DJ, which change(s) make it substantially more likely, in the reasonable
judgment of City, that DJ will be unable to fulfill its covenants and
obligations under this Agreement.





2.5.           Use of Tax
Increments.  DJ recognizes that City intends to utilize the
Incremental Property Tax Revenues collected each year in respect of the DJ
Development and the income generated on any reserve fund to pay debt service on
the Bonds.  Notwithstanding the foregoing, except as provided in
Section 2.3(7) above, City shall be free to use any excess Incremental Property
Tax Revenues not required for the satisfaction of the principal and interest
payments on the Bonds collected each year in respect of the DJ Development (for
example, those revenues resulting from increases in valuation of the DJ
Development or the applicable tax rate) for any purpose for which the
Incremental Property Tax Revenues may lawfully be used pursuant to the
provisions of the Urban Renewal Act, and City shall have no obligation to DJ
with respect to use thereof.





2.6.           Limitation on City
Funding.  DJ acknowledges and agrees that it is the intent of
the parties that City shall not incur any costs related in any way to the
design, construction, or operation of the Public Parking Facility which are not
paid for or reimbursed by DJ or financed with the
Bonds.   Anything in this Agreement to the contrary
notwithstanding, DJ's obligation to pay costs and expenses in the event this
Agreement is terminated prior to the award of a construction contract and the
Public Parking Facility is not completed, shall be limited to the amount of
City’s contract with the Project Architect and City’s contract with a review
architect as provided in Par. 2.1.





SECTION
3. GENERAL TERMS AND CONDITIONS.





3.1.           Conditions
Precedent.  If any of the following conditions has not occurred
prior to October 20, 2007, either party may terminate
this Agreement upon written notice to the other party.  DJ’s
termination of this Agreement shall be its sole remedy. DJ shall not be entitled
to reimbursement of any costs or damages incurred by DJ in connection with this
Agreement. In the event DJ elects to terminate this Agreement, DJ shall
reimburse City for all reasonable out-of-pocket costs incurred by City in
connection with this Agreement and DJ shall reimburse City for all such costs
within thirty days of receipt by DJ of City’s statement of such costs, including
appropriate documentation thereof.





(1)
            City
      shall have obtained all required design approvals from the Design Review
      Committee for the Public Parking Facility and DJ shall have consented to
      such design, which consent shall not be unreasonably
    withheld.





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(2)           DJ
and the City shall have received all necessary approvals from any governmental
agency, utility, lender, security holder or other party whose approval is
required for the undertakings and obligations under this Agreement, specifically
including, but not limited to approval of this Agreement by the Iowa Racing and
Gaming Commission and a firm commitment from the Purchaser regarding its
purchase of the Bonds on terms satisfactory to City and DJ.





(3)
            City
      shall have received and DJ shall have approved, bids pursuant to which it
      can be determined that the Public Parking Facility can be designed and
      constructed for an amount equal to or less than the sum of the amounts to
      be provided by DJ under Section 1.2 and financed by City under Section
      2.3.  Additionally, all such costs of design and construction
      shall be supported by agreements with the contractors and other vendors
      that include a fixed price or have a guaranteed maximum price (GMP) that
      permits the Public Parking Facility to be constructed within the budget
      provided for herein, taking into consideration a 10% contingency for the
      costs of construction of the Public Parking Facility. The parties
      acknowledge that such fixed price or GMP shall be subject to change
      modifications or orders approved by City, provided that any change orders
      or modifications to such contracts that will result in the fixed price or
      the GMP, together with all previous change orders or modifications,
      exceeding 110% of the fixed price or the GMP, shall require the written
      consent of both City and DJ.





(4)           City
and DJ shall have agreed upon the construction cost and timing of the
construction of the Public Parking Facility.





(5)           DJ
shall have signed the Minimum Assessment Agreement and provided City with a
guaranty in a form acceptable to City for DJ’s obligation to pay real estate
taxes on the DJ Development.





(6)           Both
parties are obligated to pursue all required approvals as expeditiously as
possible and to negotiate in good faith to complete the execution of the
agreements identified and required as conditions precedent to the other
obligations set forth herein.





3.2.           Cooperation by the
Parties.  City and DJ agree to cooperate in good faith in
connection with the performance of all of the activities contemplated herein and
to use all commercially reasonable efforts and diligence to promptly respond and
perform the obligations provided for directly or indirectly by this
Agreement.  The parties agree and understand that it is their intent
that the timing of the design and construction of the Public Parking Facility
will be such that the completion and opening of the Public Parking Facility will
coincide with the completion and opening of the DJ Development.  The
parties agree to use all reasonable effort and resources to assure that
construction of the Public Parking Facility commences on or before October 20,
2007 and that the sections of the Public





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Parking
Facility shown on Exhibit A attached hereto be completed and ready for use on or
before, the later of the opening of the DJ Development or the
following:





North
Section, lower three levels: November 20, 2008





North
Section, fourth level: January 16, 2009





South
Section, all levels: January 16, 2009





In the
event the sections of the Public Parking Facility are not substantially
completed and ready for use on such dates, and such delay is due to a breach by
the City of its obligations under this Agreement, the City shall pay to DJ an
amount equal to $100 per day that each section of the Public Parking Facility
remains incomplete and unopened by the foregoing dates as liquidated damages for
its breach of this Agreement.   Additionally, the parties agree
that the construction contract(s) shall include a liquidated damages provision
that provides for the contractor to pay to DJ the amount of $1,000 for each day
each section of the Public Parking Facility remains unfinished after the later
of the opening of the DJ Development and the foregoing dates.





3.3.           Events of Default
Defined.  The following shall be Events of Default under this
Agreement and the term Event of Default shall mean, whenever it is used in this
Agreement, any one or more of the following events:





(1)           Failure
by DJ to pay or cause to be paid, before delinquency, all real property taxes
assessed with respect to the DJ Development.





(2)           Failure
by DJ to cause the construction of the DJ Development to be commenced and
completed pursuant to the terms, conditions and limitations of this
Agreement.





(3)           Failure
by DJ to substantially observe or perform any other material covenant,
condition, obligation or agreement on its part to be observed or performed under
this Agreement.





(4)           Any
default provided for under Sections 1.3, 1.5, and 1.6 above.





3.4.           Remedies on Default by
DJ.  Whenever any Event of Default referred to in Section 3.3
of this Agreement occurs and is continuing, City, as specified below, may take
any one or more of the following actions after the giving of written notice by
City to DJ of the Event of Default, but only if the Event of Default has not
been cured within sixty (60) days following such notice, or if the Event of
Default cannot be cured within sixty (60) days and DJ does not provide
assurances to City that the Event of Default will be cured as soon as reasonably
possible thereafter:





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(1)           City
may suspend its performance under this Agreement until it receives assurances
from DJ deemed adequate by City, that DJ will cure its default and continue its
performance under this Agreement;





(2)           Until
October 19, 2007, City may cancel and rescind this Agreement;





(3)           City
shall be entitled to recover from DJ the sum of all amounts expended by City in
connection with this Agreement, and City may take any action, including any
legal action it deems necessary, to recover such amounts from DJ;





(4)           City
may take any action, including legal, equitable or administrative action, which
may appear necessary or desirable to collect any payments due under this
Agreement or to enforce performance and observance of any obligation, agreement,
or covenant under this Agreement;





(5)
            City
      shall have the right to impose such fees as City determines in its sole
      discretion for use of the Public Parking
  Facility.





3.5.           No Remedy
Exclusive.  No remedy herein conferred upon or reserved to City
is intended to be exclusive of any other available remedy or remedies, but each
and every such remedy shall be cumulative and shall be in addition to every
other remedy given under this Agreement or now or hereafter existing at law or
in equity or by statute.  No delay or omission to exercise any right
or power accruing upon any default shall impair any such right or power or shall
be construed to be a waiver thereof, but any such right and power may be
exercised from time to time and as often as may be deemed
expedient.





3.6.           No Implied
Waiver.  In the event any agreement contained in this Agreement
should be breached by any party and thereafter waived by any other party, such
waiver shall be limited to the particular breach so waived and shall not be
deemed to waive any other concurrent, previous or subsequent breach
hereunder.





3.7.           Additional
Agreements.  From time to time hereafter without further
consideration,


the
parties agree to execute and deliver, or cause to be executed and delivered,
such further agreements and instruments, and shall take such other actions, as
any party may reasonably request in order to more effectively memorialize,
confirm and effectuate the intentions, undertakings and obligations contemplated
by this Agreement.





3.8.           Counterparts.  This
Agreement may be executed in any number of counterparts with the same effect as
if the parties hereto had signed the same document.  All such
counterparts shall constitute one instrument.





3.9.           Term.  This
Agreement shall continue in effect during the life of the Public Parking
Facility.





3.10.        Additional
Provisions.





092707balfinal








(1)           It
is hereby agreed and acknowledged that failure or performance of breach of
agreement by any party hereto could result in irreparable harm to another party
hereto.  An action in equity and the relief of specific performance is
therefore reserved to all parties hereto.





(2)           All
exhibits attached to this Agreement are incorporated herein and made a part
hereof by this reference.





(3)           Whenever
the singular number is used in this Agreement, the same shall include the plural
where appropriate and words of any gender shall include any other gender where
appropriate.





(4)           All
notices, demands, requests or other communications required or permitted by this
Agreement shall be in writing and shall be deemed to be received when actually
received by any person at the intended address if personally served or sent by
courier or telex, or whether actually received or not, twenty-four (24) hours
after the date and time of delivery to a nationally-recognized courier, address
as follows:





To the
City:  City Manager


City
Hall


50 W. 13th
Street


Dubuque, IA 52001





Copies
to:    City Attorney


City
Hall


50 W. 13th
Street


Dubuque, IA
52001





To
DJ:                      Attn. Natalie
Schramm


Diamond
Jo, LLC


400
E. 3rd
Street


Dubuque,
IA 52001





With copies
to:             Curtis
E. Beason


Lane & Waterman
LLP


220
N. Main St., Ste. 600


Davenport,
IA  52801





Any party
may, in substitution of the foregoing, designate a different address or
addresses within the continental United States for purposes of this section by
written notice delivered to the other party in the manner prescribed, at least
ten (10) days in advance of the date on which such change of address is to be
effective.





092707balfinal











(5)           This
Agreement embodies the entire agreement between and among the parties and may be
amended or supplemented only by an instrument in writing executed by the parties
hereto.





(6)           This
Agreement may not be assigned without the written consent of all other parties
hereto, which consent shall not be unreasonably withheld.  Subject to
the foregoing, this Agreement shall be binding upon, inure to the benefit of and
be enforceable by the parties hereto and their respective successors and
assigns.





(7)           Time
is of the essence in this Agreement and each and every provision contained
herein.





(8)           In
the event of a dispute arising between or among the parties hereto, each party
shall be responsible for paying its own attorney’s fees and court costs, if any,
incurred in connection with such dispute.





(9)           This
Agreement shall be governed by the laws of the State of Iowa and shall be
construed in accordance therewith and all of the rights and obligations
hereunder shall be determined in accordance with the laws of the State of
Iowa.  All parties acknowledge that they have negotiated this
Agreement in the City of Dubuque, Iowa and that the property at issue is located
in the City of Dubuque, Iowa.





(10)           The
parties hereto represent to each other that each has the full right, power and
authority to enter into this Agreement and to fully perform its
obligations.  The persons executing this Agreement warrant and
represent that each has the authority to execute in the capacity stated and to
bind the parties herein.





(11)           No
failure by any party hereto, at any time, to require the performance of any
other party or any term of this Agreement, shall in any way affect the right of
any party to enforce such terms, nor shall any waiver by any party of any term
hereof be taken or held to be a waiver of any other provision of this
Agreement.  No waiver of any term or provision of this Agreement shall
be effective unless the same is in writing, signed by the parties
hereto.





(12)           City
and DJ shall promptly record a Memorandum of Agreement in the form attached
hereto as Exhibit H in the office of the Recorder of Dubuque County,
Iowa.








CITY
OF DUBUQUE, IOWA











By:
___________________________


Roy D.
Buol, Mayor











By:
___________________________


Jeanne F.
Schneider, City Clerk








DIAMOND
JO, LLC











By:
___________________________




















092707balfinal








EXHIBIT
LIST








Exhibit
A                                DJ
Real Estate Legal Description





Exhibit
      B
            Public
      Parking Facility Real Estate
      Legal          Description





Exhibit
      C
            Conceptual
      Description of Public Parking
Facility





Exhibit
D                                Minimum
Assessment Agreement





Exhibit
      E
            Port
      of Dubuque Adams Development,
L.L.C.


and
      The Durrant Group, L.L.C. Proposal





Exhibit
      F
            Guaranty





Exhibit G
            Lease
      Agreement Between the City of Dubuque, Iowa and DJ Gaming Company,
      LLC,





Exhibit
      H
            Memorandum
      of Development Agreement





Exhibit
      I
            Public
      Parking Facility Concept





Exhibit
      J
            Maintenance
      Services Agreement





Exhibit
      K
            Operating
      Costs





Exhibit
      L
            Par.
      12 of the Development Agreement Between the City of Dubuque and The
      McGraw-Hill Companies, Inc.





Exhibit M
            Escrow
      Agreement


























Lot 1 of
Adams Company's 1st
Addition, Lot 3 of Adam's Company 2nd
Addition, and Lots 1 2, 3, and 4 of Adams Company 3rd
Addition, in Dubuque County, Iowa.











Exhibit
B






Part of
Lots 1 and 2 of Adams Company’s 2nd
Addition, in the City of Dubuque, Iowa























Exhibit
C
 Conceptual
Description of Public Parking Facility




















[Graphic
image of level one of parking garage omitted.]











[Graphic
image of level two of parking garage omitted.]











[Graphic
image of level three of parking garage omitted.]











[Graphic
image of level four of parking garage omitted.]











[Graphic
image of level five of parking garage omitted.]


























Exhibit
D


Minimum
Assessment Agreement





















































Prepared
by:  Barry A. Lindahl, 300 Main Street, Suite 330, Dubuque, Iowa
52001-4113


Return
to:  Barry A. Lindahl, 300 Main Street, Suite 330, Dubuque, Iowa
52001-4113








MINIMUM ASSESSMENT
AGREEMENT








THIS
MINIMUM ASSESSMENT AGREEMENT, dated as of October 1, 2007, by and among the CITY
OF DUBUQUE, IOWA, (the "City"), DIAMOND JO, LLC, a Delaware limited liability
company (the "Company"), and the CITY ASSESSOR of the City of Dubuque, Iowa (the
"Assessor").





WITNESSETH:





WHEREAS,
the City and Company have entered into an Amended and Restated Port of Dubuque
Public Parking Facility Development Agreement dated as of October 1, 2007 (the
Development Agreement) regarding certain real property located in the City, the
legal description of which is contained in Exhibit A attached hereto (the
"Development Property"); and





WHEREAS,
it is contemplated that the Company will undertake the construction of a new
casino facility (the "Casino") on the Development Property, as provided in the
Development Agreement; and





WHEREAS,
pursuant to Section 403.6 of the Code of Iowa, as amended, the City and the
Company desire to establish a minimum actual value for the Development Agreement
and the new Casino improvements to be constructed thereon by the Company
pursuant to the Development Agreement (the "Minimum Improvements");
and





WHEREAS,
the City and the Assessor have reviewed the preliminary plans and specifications
for the Minimum Improvements which it is contemplated will be erected;
and





WHEREAS,
that City has authorized the issuance of $23,025,000.00 Urban Renewal Tax
Increment Revenue Bonds, Taxable Series 2007 (the "Bonds"), the proceeds of
which will be used to construct a parking facility on the property adjacent to
the Development Property, the principal of and interest on which Bonds are
expected to be paid from the real property taxes paid by the Company with
respect to the Development Property and the Minimum Improvements located
thereon.








NOW,
THEREFORE, the parties to this Minimum Assessment Agreement, in consideration of
the promises, covenants and agreements made by each other, do hereby agree as
follows:





1.           Upon
substantial completion of construction of the above-referenced Minimum
Improvements, but no later than January 1, 2009, the minimum actual taxable
value which shall be fixed for assessment purposes for the Development Property
and the Minimum Improvements to be constructed thereon shall be not less than
Fifty-Seven Million Eight Hundred Ninety Thousand Six Hundred Forty-Nine and
no/100 Dollars ($57,890,649.00) (hereafter referred to as the "Minimum Actual
Value") until termination of this Minimum Assessment Agreement on the date that
all of the Bonds shall have been paid in full or provision for their payment
shall have been made (including without limitation the defeasance thereof) (the
"Termination Date").  The Minimum Actual Value shall be maintained
during such period regardless of (a) any failure to complete the Minimum
Improvements (b) destruction of all or any portion of the Minimum Improvements
(c) diminution in value of the Development Property or the Minimum Improvements
or (d) any other circumstance, whether known or unknown and whether now existing
or hereafter occurring.





2.           The
Company shall pay, when due, all real property taxes and assessments payable
with respect to all and any parts of the Development Property and the Minimum
Improvements pursuant to the provisions of this Minimum Assessment Agreement and
the Development Agreement.  Such tax payments shall be made without
regard to any loss, complete or partial, to the Development Property or the
Minimum Improvements, any interruption in, or discontinuance of, the use,
occupancy, ownership or operation of the Development Property or the Minimum
Improvements by Company or any other matter or thing which for any reason
interferes with, prevents or renders burdensome the use or occupancy of the
Development Property or the Minimum Improvements.





3.           In
the event that for any reason the Minimum Actual Value is not realized or
incremental taxes collected in respect of the Development Property and the
Minimum Improvements located thereon are insufficient to pay the scheduled
payments of principal and interest on the Bonds, the Company agrees to pay as
taxes, or, if and to the extent necessary, to make other supplementary payments,
in an aggregate amount necessary to pay when due the principal of and interest
on the Bonds, including any amounts due as a result of  scheduled
sinking fund payments, in each case promptly upon demand by the
City.  The parties intend that the annual amount of incremental taxes
to be so collected shall be not less than the annual requirement for scheduled
principal and interest on the Bonds.








4.           The
Company agrees that its obligations to make the tax payments required hereby, to
pay the other sums provided for herein, and to perform and observe its other
agreements contained in this Minimum Assessment Agreement and in the Development
Agreement shall be absolute and unconditional general obligations of the Company
(not limited to the statutory remedies for unpaid taxes) and that the Company
shall not be entitled to any abatement or diminution thereof, or set off
therefrom, nor to any termination of this Minimum Assessment Agreement for any
reason whatsoever.  The Company agrees not to request or accept any
abatement, settlement or other diminution of taxes resulting from the
application of prevailing tax rates to the Minimum Actual Value.





5.           The
Company agrees that prior to the Termination Date it will not:





(a)           seek
administrative review or judicial review of the applicability or
constitutionality of any tax statute relating to the taxation of property
contained as a part of the Development Property or the Minimum Improvements
determined by any tax official to be applicable to the Development Property, the
Minimum Improvements or the Company or raise the inapplicability or
constitutionality of any such tax statute as a defense in any proceedings,
including delinquent tax proceedings; or





(b)           seek
any tax deferral or abatement, either presently or prospectively authorized
under Iowa Code Chapter 403 or 404, or any other State or federal law, of the
taxation of real property including improvements and fixtures thereon, contained
in the Development Property or the Minimum Improvements between the date of
execution of this Agreement and the Termination Date; or





(c)           request
the Assessor to reduce the Minimum Actual Value; or





(d)           appeal
to the board of review of the County, State or to the Director of Revenue of the
State to reduce the Minimum Actual Value; or





(e)           cause
a reduction in the actual value or the Minimum Actual Value through any other
proceedings.





6.           The
Company further agrees:





(a)            to
construct the Casino on the Development Property in accordance with the plans
approved by the Company and the City, and to operate and maintain the Casino for
so long as it is the owner such facility;





(b)            to
maintain all required licenses with respect to the Casino, including its license
from the State of Iowa to operate the Casino as a gaming facility;








(c)            to
purchase and maintain business interruption insurance with one or more insurance
companies qualified to do business in the State of Iowa in an amount determined
by management of the Company to be sufficient in accordance with industry
practice given the nature of its business but including in all events the
Company's obligation to make the tax and other payments described herein during
such business interruption.  That portion of the proceeds of such
insurance necessary to pay the debt service due on the Bonds shall be delivered
to the City by the Company in a timely manner so as to ensure such
payment;





(d)            to
purchase and maintain property loss and casualty insurance with one or more
insurance companies qualified to do business in the State of Iowa in an amount
not less than the replacement value of the Casino, which proceeds from such
insurance, if received by the Company and not applied or intended to be applied
toward reconstruction or replacement of the Casino, shall be delivered to the
City in an amount necessary, if any, to satisfy the remaining debt service then
due and owing under the Bonds; and





(e)            
that any agreement for the sale of all or substantially all of the assets of the
Company shall include a covenant by the subsequent purchaser to comply with all
of the Company’s obligations under this Minimum Assessment Agreement from and
after the date of such sale.





Any
breach by the Company of the covenants set forth in (a) through (e) above shall
constitute an Event of Default under the resolution of the City authorizing the
issuance of the Bonds.





7.           This
Minimum Assessment Agreement shall be promptly recorded by the Company with the
Recorder of Dubuque County, Iowa.  Such filing shall constitute notice
to any subsequent encumbrancer or purchaser of the Development Property (or part
thereof), whether voluntary or involuntary, and this Minimum Assessment
Agreement shall be binding and enforceable in its entirety against any such
subsequent purchaser or encumbrancer, including the holder of any
mortgage.  The Company shall pay all costs of recording.





8.           Neither
the preambles nor provisions of this Minimum Assessment Agreement are intended
to, or shall be construed as, modifying the terms of the Development Agreement
between the City and the Company.





9.           This
Minimum Assessment Agreement shall not be assignable by the Company without the
consent of the City and shall not be assignable by the City without the consent
of the Company.  Notwithstanding any provision to the contrary in this
Minimum Assessment Agreement, in the event that the Company provides prior
notice to the City of a proposed assignment, accompanied by a report from
McGladrey & Pullen, LLP or another nationally recognized firm of independent
certified public accountants mutually agreed upon by the City and the Company
(in either event, which is not currently engaged by the Company, the proposed
assignee or the City), to the effect that in its opinion, based upon the firm’s
analysis of the most recent financial statements of the proposed assignee and
such other information as the firm considers appropriate, the proposed
assignment will not materially adversely affect the timely repayment of all
outstanding principal and interest on the Bonds, then the City’s consent to the
assignment shall not be withheld or delayed, and upon the assumption of this
Minimum Assessment Agreement by the assignee, the Company shall be fully
released from its obligations under this Minimum Assessment
Agreement.  This Minimum Assessment Agreement shall be binding upon
and inure to the benefit of and be enforceable by the parties hereto and their
respective successors and permitted assigns.








10.           Nothing
herein shall be deemed to waive the Company's rights under Iowa Code Section
403.6(19) to contest that portion of any actual value assignment made by the
Assessor in excess of the Minimum Actual Value established herein.  In
no event, however, shall the Company seek to reduce the actual value to an
amount below the Minimum Actual Value established herein during the term of this
Agreement.  This Minimum Assessment Agreement may be amended or
modified and any of its terms, covenants, representations, warranties or
conditions waived, only by a written instrument executed by the parties hereto,
or in the case of a waiver, by the party waiving compliance.





11.           If
any term, condition or provision of this Minimum Assessment Agreement is for any
reason held to be illegal, invalid or inoperable, such illegality, invalidity or
inoperability shall not affect the remainder hereof, which shall at the time be
construed and enforced as if such illegal or invalid or inoperable portion were
not contained herein.





12.           The
Minimum Actual Value herein established shall be of no further force and effect
and this Minimum Assessment Agreement shall terminate on the Termination
Date.














THE CITY
OF DUBUQUE, IOWA











By:   ______________________________


Roy Buol,
Mayor


ATTEST:











By:           _________________________


Jeanne
Schneider, City Clerk











STATE OF
IOWA                        )


)  SS


COUNTY OF
DUBUQUE            )





On this
_______ day of _________________, 2007, before me a Notary Public in and for
said County, personally appeared Roy Buol and Jeanne Schneider to me personally
known, who being duly sworn, did say that they are the Mayor and City Clerk,
respectively of the City of Dubuque, Iowa, a Municipal Corporation, created and
existing under the laws of the State of Iowa, and that the seal affixed to the
foregoing instrument is the seal of said Municipal Corporation, and that said
instrument was signed and sealed on behalf of said Municipal Corporation by
authority and resolution of its City Council and said Mayor and City Clerk
acknowledged said instrument to be the free act and deed of said Municipal
Corporation by it voluntarily executed.





__________________________________


Notary
Public in and for the State of Iowa




















DIAMOND
JO, LLC











By:           ____________________________


Title:











STATE OF
IOWA                      )


)  SS


COUNTY OF
DUBUQUE          )





On this
_________ day of ___________________________, 2007, before me a Notary Public in
and for the State of Iowa, personally appeared ________________________, to me
personally known, who being duly sworn, did say that he is the _________________
of DIAMOND JO, LLC, a Delaware limited liability company, who executed the
foregoing instrument; and that _____________________________ acknowledged the
execution of said instrument to be his voluntary act and deed, voluntarily
executed.








___________________________________


Notary
Public in and for said County and State











CONSENT
TO MINIMUM ASSESSMENT AGREEMENT








The undersigned, being the holder of
one or more mortgages granted prior to the date of the Minimum Assessment
Agreement to which this Consent is attached, said mortgage(s) encumbering a
portion of the Development Property described therein, hereby consents to the
execution and recording of the foregoing Minimum Assessment Agreement and agrees
to be bound thereby.











WELLS FARGO FOOTHILL,
INC.








By:           ___________________________________


Name








____________________________________


Title








STATE OF
____________                               )


) ss


COUNTY OF
_____________                         )








On this _________ day of
__________________, 2007, before me, the undersigned a Notary Public in and for
said County and State, personally appeared _____________________, to me
personally known, who being by me duly sworn, did say that the person is the
__________________________ of Wells Fargo Foothill, Inc., a California
corporation, executing the within and foregoing instrument; that said instrument
was signed on behalf of said corporation by authority of the corporation; and
that the said ______________________ as such officer acknowledged the execution
of said instrument to be the voluntary act and deed of said corporation by it
voluntarily executed.





_____________________________________


Notary Public

















CONSENT
TO MINIMUM ASSESSMENT AGREEMENT








The undersigned, being the holder of
one or more mortgages granted prior to the date of the Minimum Assessment
Agreement to which this Consent is attached, said mortgage(s) encumbering a
portion of the Development Property described therein, hereby consents to the
execution and recording of the foregoing Minimum Assessment Agreement and agrees
to be bound thereby.











U.S. BANK NATIONAL
ASSOCIATION,


as trustee








By:           ___________________________________


Name








____________________________________


Title








STATE OF
____________                               )


) ss


COUNTY OF
_____________                         )








On this _________ day of
__________________, 2007, before me, the undersigned a Notary Public in and for
said County and State, personally appeared _____________________, to me
personally known, who being by me duly sworn, did say that the person is the
__________________________ of U.S. Bank National Association, a national banking
association, executing the within and foregoing instrument; that said instrument
was signed on behalf of said banking association by authority of said banking
association; and that the said ______________________ as such officer
acknowledged the execution of said instrument to be the voluntary act and deed
of said banking association by it voluntarily executed.





_____________________________________


Notary Public























CERTIFICATION
OF ASSESSOR








The
undersigned, having reviewed the plans and specifications for the Minimum
Improvements to be constructed and the market value assigned to the land upon
which the Minimum Improvements are to be constructed, and being of the opinion
that the minimum market value contained in the foregoing Minimum Assessment
Agreement appears reasonable, hereby certifies as follows:  The
undersigned Assessor, being legally responsible for the assessment of the
property described in the foregoing Minimum Assessment Agreement, and in
accordance with the Minimum Assessment Agreement, certifies that the actual
value assigned to such land and improvements shall not be less than Fifty-Seven
Million Eight Hundred Ninety Thousand Six Hundred Forty-Nine and no/100 Dollars
($57,890,649.00) until termination of this Minimum Assessment Agreement pursuant
to the terms hereof.








____________________________________


City
Assessor for the City of Dubuque, Iowa





______________________________


Date








STATE OF
IOWA                                    )


)  SS


COUNTY OF
DUBUQUE                        )





Subscribed
and sworn to before me by Richard Engelken, City Assessor for the City of
Dubuque, Iowa.








_________________________________


Notary
Public in and for the State of Iowa





_________________________________


Date

















EXHIBIT
A





DEVELOPMENT
PROPERTY








The Development Property is described
as consisting of all that certain parcel or parcels of land located in the City
of Dubuque, State of Iowa, more particularly described as follows:





Lot 1 of Adams Company's 1st
Addition,


Lot 3 of Adams Company 2nd Addition,
and


Lots 1, 2, 3 and 4 of Adams Company 3rd
Addition





























































Exhibit
E


Port of
Dubuque Adams Development, L.L.C.


and


The
Durrant Group, L.L.C. Proposal
    [Separate
document not inserted here]
























Exhibit
F


Guaranty


















Prepared
by Barry A. Lindahl, Esq. 300 Main Street Suite 330 Dubuque IA 52001
563.583.4113


Return
to Barry A. Lindahl, Esq. 300 Main Street Suite 330 Dubuque IA 52001
563.583.4113








GUARANTY





THIS GUARANTY is given this 1st day of
October, 2007, by Peninsula Gaming, LLC (hereinafter referred to as
"Guarantor").





WITNESSETH:





WHEREAS, Guarantor owns all of the
issued and outstanding membership interests of Diamond Jo, LLC
("DJ");





WHEREAS, DJ has entered into an Amended
and Restated Port of Dubuque Public Parking Facility Development Agreement dated
as of October 1, 2007 (the Development Agreement) between City and
DJ;





WHEREAS, as part of the Development
Agreement, DJ is agreeing to a minimum assessment agreement on the DJ Real
Estate, including the DJ Development (as those terms are defined in the
Development Agreement) and has agreed to pay all property taxes assessed against
the DJ Real Estate; and





WHEREAS, pursuant to section 1.4 of the
Development Agreement and in consideration for the City entering into the
Development Agreement, Guarantor is required to guaranty the payment of all
property taxes assessed against the DJ Real Estate.





NOW, THEREFORE, the Guarantor hereby
agrees as follows:





SECTION
1.                                REPRESENTATIONS AND WARRANTIES OF
GUARANTOR. Guarantor hereby represents and warrants that:





1.1           It
is not in violation of any provision of the laws of the States of Iowa or any
other State in which it currently conducts businessexcept any
such violation which would not reasonably be expected to have a material adverse
effect on the business, properties, assets and financial condition of Guarantor
and DJ, taken as a whole.





1.2           It
has the power and authority to execute, deliver and perform this Guaranty and
enter into and carry out the transactions contemplated herein which are not in
contravention of, and do not and will not constitute a default under or conflict
with or violate any indenture, mortgage, deed of trust, guaranty, lease,
agreement or other instrument to which the Guarantor or DJ are a party or by
which they or their property is bound or any law, administrative regulation,
court order or consent decree except any such default, conflict or violation
which would not reasonably be expected to have a  material adverse
effect on the business, properties, assets and financial condition of Guarantor
and DJ, taken as a whole.








1.3           This
Guaranty has been duly authorized, executed and delivered by the Guarantor and
all steps necessary have been taken to constitute this Guaranty, when duly
executed and delivered, a legal, valid and binding obligation of the
Guarantor.





1.4           This
Guaranty is made in furtherance of the purposes of the Guarantor and that the
assumption by the Guarantor of the obligations of DJ hereunder will result in
direct financial benefits to the Guarantor.





SECTION
2.                                COVENANTS
AND AGREEMENTS.





2.1           Unconditional
Guaranty.  Guarantor hereby unconditionally and irrevocably
guarantees to the City the prompt and complete payment of all real property
taxes and assessments and other supplementary payments payable by DJ in
accordance with the terms of Section 1.8 of the Development Agreement and the
Minimum Assessment Agreement as and when said payments are therein required to
be made.





2.2           Guaranty to Remain in Force
Until Bonds are Paid.  The obligations of Guarantor under this
Guaranty shall be absolute, unconditional and irrevocable and shall remain in
full force and effect until the earlier to occur of (i) the Termination Date (as
defined in the Minimum Assessment Agreement), and (ii) the date on which the
Minimum Assessment Agreement is terminated in accordance with its terms, and
such obligations shall not be affected, modified or impaired upon the happening
from time to time of any event, including without limitation any of the
following, whether or not with notice to, or the consent of,
Guarantor:





(a)           the
compromise, settlement, release or termination of any or all of the obligations,
covenants or agreements of City under the Development Agreement;





(b)           the
failure to give notice to Guarantor of the occurrence of an event of default
under the terms and provisions of this Guaranty or the Development
Agreement;





(c)           the
waiver of the payment, performance or observance by City or Guarantor of any of
the obligations, covenants or agreements of them contained in the Development
Agreement or this Guaranty;





(d)           the
extension of the time for performance of any obligation, covenant or agreement
under or arising out of the Development Agreement or this Guaranty or the
extension or the renewal of either thereof;





(e)           the
modification or amendment (whether material or otherwise) of any obligation,
covenant or agreement set forth in the Development Agreement;





(f)           the
taking or the omission of any of the actions referred to in the Development
Agreement and any actions under this Guaranty;








(g)           any
failure, omission, delay or lack on the part of City to enforce, assert or
exercise any right, power or remedy conferred on the City in this Guaranty or
the Development Agreement, or any other act or acts on the part of
City;





(h)           the
voluntary or involuntary liquidation, dissolution, sale or other disposition of
all or substantially all the assets, marshaling of assets and liabilities,
receivership, insolvency, bankruptcy, assignment for the benefit of creditors,
reorganization, arrangement, composition with creditors or readjustment of, or
other similar proceedings affecting DJ or City or any of the assets of them, or
any allegation or contest of the validity of the Development Agreement in any
such proceeding;





(i)           to
the extent permitted by law, the release or discharge of Guarantor from the
performance or observance of any obligation, covenant or agreement contained in
this Guaranty by operation of law;





(j)           any
merger or consolidation involving the Guarantor or the transfer by the Guarantor
of all or substantially all of its assets;





(k)           the
default or failure of Guarantor fully to perform any of his obligations set
forth in this Guaranty, provided that the specific enumeration of the
above-mentioned acts, failures or omissions shall not be deemed to exclude any
other acts, failures or omissions, though not specifically mentioned above, it
being the purpose and intent of this paragraph that the obligation of Guarantor
shall be absolute, unconditional and irrevocable to the extent herein specified
and shall not be discharged, impaired or varied until the Termination Date (as
defined in the Minimum Assessment Agreement) shall have
occurred.  Without limiting any of the other terms or provisions
hereof, it is understood hereunder, there shall be no obligation on the part of
the City to resort in any manner to any other person, firm or corporation, their
properties or estates.





2.3           Liability Not Affected by
Bankruptcy.  Without limiting the foregoing, it is specifically
understood that any modification, limitation, or discharge of the liability of
DJ under the Development Agreement or of the liability of the Guarantor
hereunder arising out of or by virtue of any bankruptcy, arrangement,
reorganization or similar proceeding for relief of debtors under Federal or
State law hereafter initiated by or against the Guarantor or DJ shall not
affect, modify, limit, or discharge the liability of the Guarantor hereunder in
any manner whatsoever and this Guaranty shall remain and continue in full force
and effect and shall be enforceable against the Guarantor to the same extent and
with the same force and effect as if any such proceedings had not been
instituted; and it is the intent and purpose of this Guaranty and the Guarantor
shall and does hereby waive all rights and benefits which might accrue to it by
reason of any such proceeding and the Guarantor agrees that it shall be liable
to the City as provided herein, irrespective and without regard to any
modification, limitation, or discharge of the liability of the Guarantor that
may result from any such proceeding.








2.4.           Right to Proceed Against
Guarantor.  In the event of a default under Section 3.3(1) of
the Development Agreement or under the Minimum Assessment Agreement, the City,
in its sole discretion, shall have the right to proceed first and directly
against Guarantor under this Guaranty without proceeding against or exhausting
any other remedies which it may have under the Development Agreement or
otherwise and without resorting to any other security held by the
City.





2.5.           Waiver of Notice and
Reliance on Guaranty.  Guarantor expressly waives notice from
the City of its acceptance and reliance on this Guaranty.  Guarantor
agrees to pay all costs, expenses and fees, including all reasonable attorneys'
fees, which may be incurred in enforcing or attempting to enforce this Guaranty
following any default on the part of Guarantor hereunder, whether the same shall
be enforced by suit or otherwise.





SECTION
3.                                MISCELLANEOUS.





3.1           This
Guaranty shall be construed in accordance with and governed by the laws of the
State of Iowa.





3.2           This
Guaranty is entered into pursuant to the Section 1.4 of the Development
Agreement.  Capitalized terms not otherwise defined herein shall have
the meanings provided in the Development Agreement.





3.3           In
the event of a default by DJ under its obligation to pay property taxes under
the Development Agreement for which the Guarantor has provided this Guaranty,
the Guarantor expressly reserves and shall be entitled to all defenses, claims
and other rights of DJ against the City or any other party.





3.4           Nonexclusive Remedy; Notice;
Waiver; Amendment.  No remedy herein conferred upon or reserved
to the City is intended to be exclusive of any other available remedy or
remedies, but each and every such remedy shall be cumulative and shall be in
addition to every other remedy given under this Guaranty or now or hereafter
existing at law or in equity.  No delay or omission to exercise any
right or power accruing upon any default, omission or failure of performance
hereunder shall impair any such right or power or shall be construed to be a
waiver thereof; but any such right and power may be exercised from time to time
and as often as may be deemed expedient.  In order to entitle the City
to exercise any remedy reserved to it in this Guaranty, it shall not be
necessary to give any notice, other than such notice as may be herein expressly
required.  In the event any provision contained in this Guaranty
should be breached by Guarantor and thereafter duly waived by the City, such
waiver shall be limited to the particular breach so waived and shall not be
deemed to waive any other breach hereunder.  No waiver, amendment,
release or modification of this Guaranty shall be established by conduct, custom
or course of dealing, but solely by an instrument in writing duly executed by
the City and the Guarantor.  This Guaranty may be amended or modified
and any of its terms, covenants, representations, warranties or conditions
waived, only by a written instrument executed by Guarantor and the City, or in
the case of a waiver, by the party waiving compliance.








3.5           Entire Agreement.
This Guaranty constitutes the entire agreement and supersedes all prior
agreements between the parties with respect to the subject matter hereof and may
be executed simultaneously in several counterparts, each of which shall be
deemed an original, and all of which together shall constitute one and the same
instrument.





3.6           Severability.  The
invalidity or unenforceability of any one or more phrases, sentences, clauses or
Sections in this Guaranty shall not affect the validity or enforceability of the
remaining portions of this Guaranty, or any part thereof.





3.7           Release.  Following
the earlier to occur of (i) the Termination Date (as defined in the Minimum
Assessment Agreement), or (ii) termination of the Minimum Assessment Agreement,
this Guaranty shall by its terms terminate and, upon request by Guarantor, the
City shall release Guarantor from the provisions of this Guaranty in
writing.





3.8           Successors and
Assigns.                                                                This
Guaranty shall not be assignable by the Guarantor without the consent of the
City and shall not be assignable by the City without the consent of the
Company.  Notwithstanding any provision to the contrary in this
Guaranty, in the event that the Company provides prior notice to the City of a
proposed assignment, accompanied by a report from McGladrey & Pullen, LLP or
another nationally recognized firm of independent certified public accountants
mutually agreed upon by the City and the Company (in either event, which is not
currently engaged by the Company, the proposed assignee or the City), to the
effect that in its opinion, based upon the firm’s analysis of the most recent
financial statements of the proposed assignee and such other information as the
firm considers appropriate, the proposed assignment will not materially
adversely affect the timely repayment of all outstanding principal and interest
on the Bonds, then the City’s consent to the assignment shall not be withheld or
delayed, and upon the assumption of this Guaranty by the assignee, the Guarantor
shall be fully released from its obligations under this
Guaranty.  This Guaranty shall be binding upon and inure to the
benefit of and be enforceable by the parties hereto and their respective
successors and permitted assigns.





IN WITNESS WHEREOF, the Guarantor has
executed this Guaranty on the day and year first above written.











GUARANTOR:





PENINSULA
GAMING, LLC








By:
_____________________________











STATE OF
IOWA                          )


)
SS


COUNTY OF
DUBUQUE                                                                )





On this
_______ day of ________________________, 2007, before me the undersigned, a
Notary Public in and for said County, in said State, personally appeared
___________________________, to me personally known, who, being by me duly
sworn, did say that said person is the Guarantor, that the instrument was signed
on behalf of the Guarantor, and that he acknowledged the execution of the
instrument to be the voluntary act and deed of the Guarantor, by it and by
voluntarily executed.


_____________________________________


Notary Public in and for said County
and State











The
foregoing Guaranty is hereby accepted on behalf of the City of Dubuque, Iowa,
this ___ day of __________, 2007.








CITY
OF DUBUQUE, IOWA





By:
__________________________


Roy
D. Buol, Mayor








ATTEST:





____________________________


Jeanne F.
Schneider, City Clerk


























Exhibit
G
 Lease
Agreement
 Between
 the City
of Dubuque, Iowa
 and
 Peninsula
Gaming Company, LLC,






























LEASE
AGREEMENT


BETWEEN


THE
CITY OF DUBUQUE, IOWA


AND


PENINSULA
GAMING COMPANY, LL.C.








THIS
LEASE AGREEMENT, executed induplicate,
made and entered into this 1st day of June, 2005 by and between THE CITY OF
DUBUQUE, IOWA (hereinafter called the "Landlord") whose address for the purpose
of this Lease Agreement is City Hall, 50 West 13th Street, Dubuque, Iowa 52001
and PENINSULA GAMING COMPANY, L.L.C. (hereinafter called the "Tenant") whose
address for the purpose of this Lease Agreement is 3rd Street - Ice Harbor,
Dubuque, Iowa 52001,





1.
PREMISES AND TERM. The Landlord, in consideration of the rents herein reserved
and of the agreements and conditions herein contained, on the part of the Tenant
to be kept and performed,. teases unto the Tenant and Tenant hereby rents and
leases from Landlord, according to the terms and provisions herein, the
following described real estate, situated in Dubuque County, Iowa, to wit:
'





The patio
area (Parcel B) as shown on Exhibit A attached hereto (but specifically
excluding the hydraulic lift located on Lot B) and by this reference made a part
hereof (the Leased Premises), legally described as a part of Lot 6 of Ice Harbor
Development, according to the recorded plat thereof,





with the
improvements thereon and all rights, easements and appurtenances thereto
belonging, for a term commencing at midnight of the day previous to the first
day of the


lease
term, which shall be on the1st
day of June. 2005, and ending at midnight on the last


day of
the lease term; which shall be on the 31st day of December, 2018, upon the
condition that the Tenant pays rent therefore, and otherwise performs as in this
Lease Agreement provides.





The
Landlord reserves unto itself a.
non-exclusive, perpetual Public Access Easement, to run with the land, as shown
on Exhibit A, for itself and for public pedestrian access, said access to remain
open, clear and unobstructed at all times except as may be otherwise agreed to
in writing by the Landlord.





Tenant
agrees that its rights under the Revised Ice Harbor Parking Agreement for Ice
Harbor Urban Renewal District are terminated upon execution of this Agreement.
Landlord hereby grants to Tenant, its management employeesand patrons duringthe
term


of this
Agreement the non-exclusive privilegeto park
in' ParkingLots 1and2
shown on ExhibitA at no additionalcharge
(otherthan
therent
herein) to Tenant,its managementemployeesor patrons.Tenant agrees
that
Tenantwillrequirethat allof its employees
shallpark only in
parking lotsowned by Tenantor in acity-owned parkinggarage.




1 of
25




















Landlord
hereby grants to Tenant permission, subject to such other permission as may be
required by any other governmental entity, to construct a two-story (not to
exceed the height of the existing portside facility) barge (as defined by Iowa
Code Chapter 99F (2005) to extend not more than the maximum permitted by the
United States Coast Guard and/or the United States Army Corps of Engineers but
in no event more than 150 feet from Tenant's current
dock facility into the Ice Harbor. Landlord agrees to cooperate with and support
Tenant's
application to other governmental entitles for any required permission for such
barge. In the event Tenant constructs such barge, the area upon which such barge
is located shall become a part of the Leased Premises.









2. RENTAL AND COMPENSATION FOR PARKING
PRIVILEGES IN LOTS 1 AND2. Tenant agrees to pay to
Landlord as rental and compensation for the non-exclusive parking privileges for
Lots I and 2 for said term, as follows:




(a)
      Rental. $ 25,000.00 per year in. advance, upon full execution of this
      Lease Agreement, and $25,000.00 on the first day of June of each year
      thereafter, adjusted as follows:




First Year of Lease term (2005-2006):
            $25,000




Second Year of Lease Term (2006-2007)
            $25,000




Third Year of Lease Term (2007-2008):
            $25,000




Fourth Year of Lease Term (2008-2009):
            $25,000




Fifth Year of Lease Term
      (2009-2010):
            $25,000




Sixth
      Year of Lease Term (2010-2011):




$25,000.00
      x COL Index June 1, 2010




________________________


COL
      Index June 1, 2009





Seventh
      Year of Lease Term (2011-2012):





$25,000.00
      x COL Index June 1, 2011


________________________


COL
      Index June 1, 2009





Eighth
      Year of Lease Term (2012-2013):





$25,000.00
      x COL Index June 1, 2012





________________________


COL
      Index June 1, 2009








Page
      2 of 25




















Ninth
      Year of Lease Term (2013-2014):





$25,000.00
      x COL Index June 1, 2013


________________________


COL
      Index June 1, 2009





Tenth
      Year of Lease Term (2014-2015):





$25,000.00
      x COL Index June 1, 2014


________________________


COL
      Index June 1, 2009





Eleventh
      Year of Lease Term (2015-2016):





$25,000.00
      x COL Index June 1, 2015


________________________


COL
      Index June 1, 2009





Twelfth
      Year of Lease Term (2016-2017):





$25,000.00
      x COL Index June 1, 2016


________________________


COL
      Index June 1, 2009





Thirteenth
      Year of Lease Term (2017-2018):





$25,000.00
      x COL Index June 1, 2017


________________________


COL
      Index June 1, 2009





Fourteenth
      Year of Lease Term (June 1, 2018-December 31,
  2018):





$25,000.00
      x COL Index June 1, 2018 (prorated)


________________________


COL
      Index June 1, 2009





COL
      Index means the Consumer Price Index for all items for All Urban
      Consumers—U.S. City Average, published by the U.S. Department of Labor,
      Bureau of Labor Statistics.





(b)
            Parking.  $225,000.00
      per year at the rate of $18,750.00 per month beginning on the 1st
      day of January 2009, and on the first day of each month thereafter,
      adjusted as follows:





First Year of
Lease Term
(2005-2006):                                                                                                $
0





3 of
25














Second Year
of Lease Term
(2006-2007):                                                                                             $
0


Third Year of
Lease Term
(2007-2008):                                                                                                $
0


Fourth Year
of Lease Term
(2008-2009)                                                                                               $
0


Fifth Year of
Lease Term
(2009-2010):                                                                                                 
$225,000.00


Sixth Year of
Lease Term (2010-2011:


$225,000.00 x
COL Index June 1, 2010


___________________________


COL Index June 1, 2009 (base
year)





Subsequent
years of the lease Term shall be adjusted by the COL Index in the same manner,
using 2009 as the base year.





(c)
            Parking.  In
      the event, however, that Tenant expands its facilities as provided in the
      Eleventh Amendment to the Operating Agreement between the Dubuque Racing
      Association and Tenant, dated the 31st
      day of May,2 005, Tenant’s payment to Landlord under this Par. 2(b) shall
      be as follows:





$475,000.00
per year at the rate of $39,583.33 per month beginning on the 1st day of
the operation of such new facilities, and on the first day of each month
thereafter, adjusted by the COL Index in the manner provided in (a) and (b)
using the year prior to the first year of the operation of the new facilities as
the base year.





All sums shall be paid at the address
of Landlord, as above designated, or at such other place in Iowa, or elsewhere,
as the Landlord may, from time to time, designate in writing.








3.POSSESSION.  Tenant
shall be entitled to possession on the first day of the term of this Lease
Agreement, and shall yield possession to the Landlord at the time and date of
the close of this lease term, except as herein otherwise expressly
provided.  Should Landlord be unable to give possession on said date,
Tenant’s only damages shall be a rebating of the pro rata rental.





4.  USE OF PREMISES





It is contemplated between the parties
that the Demised Premises shall be used by Lessee for concerts (primarily but
not limited to Wednesdays and Fridays), entertainment and food service to the
customers ot Lessee and other members of the public and that attendance at some
of the events will require an admission fee or other charge and some will be
without charge.  Lessee shall have the right, at its option, during
the term of this Lease, to use the Improvements (as defined below) and the
Demises








4 of
25

















Exhibit
H


Memorandum
of Agreement









































Prepared
by:   Barry A. Lindahl 300 Main Street Suite 330 Dubuque IA 52001
563 583-4113


Return
to: Barry A. Lindahl 300 Main Street Suite 330 Dubuque IA 52001 563
583-4113











MEMORANDUM
OF DEVELOPMENT AGREEMENT





The
AMENDED AND RESTATED PORT OF DUBUQUE PUBLIC PARKING FACILITY DEVELOPMENT
AGREEMENT BETWEEN THE CITY OF DUBUQUE, IOWA AND DIAMOND JO, LLC (the Development
Agreement) was made regarding the following described premises:














The
Development Agreement is dated for reference purposes the ____ day of _________,
20__, and contains covenants, conditions, and restrictions concerning the sale
and use of said premises.





This
Memorandum of Development Agreement is recorded for the purpose of constructive
notice. In the event of any conflict between the provisions of this Memorandum
and the Development Agreement itself, executed by the parties, the terms and
provisions of the Development Agreement shall prevail.  A complete
counterpart of the Development Agreement, together with any amendments thereto,
is in the possession of the City of Dubuque and may be examined at its offices
as above provided.








Dated
this ____ day of __________, 20__.








CITY
      OF DUBUQUE, IOWA








By:
__________________________


Roy
D. Buol, Mayor








By:
____________________________


Jeanne
F. Schneider, City Clerk

















STATE
OF IOWA


:   ss:


DUBUQUE
COUNTY








On
this  ____day of _________, 20__, before me, a Notary Public in and
for the State of Iowa, in and for said county, personally appeared Roy D. Buol
and Jeanne F. Schneider, to me personally known, who being by me duly sworn did
say that they are the Mayor and City Clerk, respectively of the City of Dubuque,
a Municipal Corporation, created and existing under the laws of the State of
Iowa, and that the seal affixed to said instrument is the seal of said Municipal
Corporation and that said instrument was signed and sealed on behalf of said
Municipal corporation by authority and resolution of its City Council and said
Mayor and City Clerk acknowledged said instrument to be the free act and deed of
said Municipal Corporation by it voluntarily executed.








__________________________________________


Notary
Public, State of Iowa
























Exhibit
I
 Public
Parking Facility Concept








[Graphic
Image of Parking Garage omitted]





Exhibit
J


Maintenance
Services Agreement














MAINTENANCE
SERVICES AGREEMENT


BETWEEN


THE
CITY OF DUBUQUE, IOWA


AND


DIAMOND
JO, LLC





This Agreement is made this ___ day of
__________, 2007, between the City Of Dubuque, Iowa (City), and Diamond Jo, LLC,
(DJ).





Whereas, City and DJ have entered into
the Amended and Restated Port of Dubuque Public Parking Facility Development
Agreement (the "Development Agreement") dated October 1, 2007, which in part
provides for City to design, develop, finance, construct, own, and operate a
parking ramp (the Public Parking Facility); and





Whereas, City will design, develop,
finance, construct, own, and operate the multi-level Public Parking Facility;
and





Whereas, DJ has agreed to pay the
reasonable and necessary operating costs incurred by City for the operation,
security, repair, and maintenance of the Public Parking
Facility;  and





Whereas, Paragraph 1.3(3) of the
Development Agreement provides that following the opening of the Public Parking
Facility, City will contract with DJ at a total cost of $1.00 per year, for the
maintenance and security requirements of the Public Parking Facility and DJ
agrees that City may in its sole discretion, with or without cause, terminate
this Agreement and provide such reasonable and customary services with its own
staff or contract with a third party for such services, all costs for which DJ
shall reimburse City as provided in this Agreement and the Development
Agreement; and that if City terminates the Agreement, City shall purchase from
DJ any equipment at its depreciated value purchased by DJ for its maintenance
and security requirements under the Agreement; and





Whereas, pursuant to the Development
Agreement the DJ has requested to provide the maintenance and security
requirements for the Public Parking Facility as further provided
herein.





IT IS AGREED BY AND BETWEEN THE PARTIES
AS FOLLOWS:





SECTION
1.                                PURPOSE AND DESCRIPTION.DJ
hereby agrees to provide the maintenance and security for the Public Parking
Facility according to the terms and provisions of this Agreement.





SECTION
2.                                TERM OF
AGREEMENT.  The term of this Agreement shall commence upon the
opening of the Public Parking Facility and shall continue for a five (5) year
period unless either party provides the other with notice of termination not
less than one hundred eight (180) days prior to the end of the then current
term; provided that, the City may terminate this











Agreement
at its sole discretion, with or without cause or the occurrence of an event of
default at any time on not less than thirty (30) days written notice to
DJ.





SECTION
3.                                COMPENSATION. As
compensation for the services performed hereunder, DJ shall be paid $1.00 per
year.





SECTION
4.                                MAINTENANCE
AND OPERATION.





4.1.           Maintenance.  DJ
shall perform the following maintenance on the Public Parking
Facility:





(1)            Regular
and routine maintenance of the Public Parking Facility shall be performed, which
shall include, but not be limited to, daily pickup of trash and debris, daily
cleaning of lobbies on all floors, all stairs, landings, elevators, and
restrooms, replacing of lamps and restroom supplies (lamps, disposable restroom
supplies, general lawn care, maintenance, and replacement of landscaping, and
cleaning supplies shall be furnished by DJ) and other routine care of the Public
Parking Facility.





(2)            Necessary
special maintenance operations as circumstances require shall be performed,
including, but not limited to, removal of snow, ice and slush from entrances,
exits, steps and sidewalks, general lawn care and maintenance of the
landscaping. Snow and ice removal is to be completed by 8:00 a.m. each day and
as soon as precipitation ends at other times of the day. The top parking level,
including all exposed parking areas, is to be cleared after precipitation ends.
All snow piles shall be removed from the Public Parking Facility within
twenty-four (24) hours after snowfall ends





(3)            Sweeping
and cleaning of the Public Parking Facility on an as needed basis but not less
than monthly.


(4)            All
preventive maintenance described on the attached Exhibit A at the times
indicated therein.





(5) DJ
shall purchase or lease all equipment necessary to provide the services
herein.





4.2.           Services.  DJ
shall provide and perform the following services for the Public Parking
Facility:





(1)            All
necessary utilities shall be maintained at control levels as approved by City
and shall be paid by the DJ.





(2)            Security
services including, but not limited to as follows: (i) providing assistance to
Public Parking Facility tenants with problems in entering and











exiting
the Public Parking Facility; (ii) monitoring and responding to all security
equipment; (iii) maintaining an emergency plan covering emergencies occurring in
the Public Parking Facility (iv) routine patroling of the Public Parking
Facility by security personel; (v) monitoring of security cameras (which shall
also be monitored at the 911 Emergency Communications Center); and (vi) such
other security measures as the City shall reasonably require.





(3)            Such
other services as City may reasonably require from time to time that are
necessary to maintain and operate the Public Parking Facility in a manner
consistent with the standards of operation of other parking Public Parking
Facilityfacilities in the City of Dubuque.





SECTION
5.                                RIGHT TO INSPECT AND MAKE
REPAIRS.








5.1.           City
shall have the right any time to:





(1)           Inspect
the Public Parking Facility.





(2)           Perform
maintenance and make repairs and replacements in any case where DJ is obligated
to do hereunder and where DJ has failed, after reasonable notice, to do so, in
which event DJ shall reimburse City for the cost thereof, promptly upon
demand.





(3)           Perform
maintenance and make repairs and replacements in any case where City determines
that it is necessary or desirable, to do so, in order to preserve the safety of
the facilities or to correct any condition likely to cause injury or damage to
persons or property.





SECTION
6.                                STANDARDS OF
SERVICE.  It is the policy of City that the Public Parking
Facility shall be operated in an efficient manner, giving the best possible
service to the public.  DJ agrees to cooperate at all times in support
of this policy and to manage and operate the Public Parking Facility in-accordance
with the terms and conditions of this Agreement.





SECTION
7.                                INSURANCE
REQUIREMENTS





7.1.           DJ
shall acquire and maintain at its own expense insurance as set forth in the
attached Insurance Schedule as such schedule may from time to time be amended by
City.





7.2           Before
assuming operation of the Public Parking Facility, DJ shall submit to City
certificates of insurance required under this Section.





7.3           City
shall provide general liability insurance coverage for City, its officers and
employees, and fire and casualty insurance coverage for the Public Parking
Facility, which shall be included as operating costs paid by DJ.





SECTION
8.                                PAYMENT OF EXPENSES. All
operating costs for the Public Parking Facility shall be paid by DJ as provided
in Section 1.3 of the Development Agreement. Capital











maintenance
items shall be paid from the Sinking Fund described in Section 1.5 of the
Development Agreement.





SECTION
9.                                ASSIGNMENT.  DJ
shall not, at any time, assign this Agreement or any part hereof, without the
prior written consent of City.





SECTION
10.                                GENERAL
PROVISIONS.





10.1.                      Compliance With
Law.  DJ shall comply, at all times during the term of this
Agreement, with all applicable ordinances and laws of the City of Dubuque,
county, or state government or of the United States Government, and of any
political division or subdivision or agency authority or commission thereof that
may have jurisdiction to pass laws or ordinances with respect to the Public
Parking Facility.





10.2.                      Reservation Of
Rights.  Any and all rights and privileges not granted to DJ by
this Agreement are hereby reserved for and to City.





10.3.                      Governing Law. This
Agreement and all disputes arising hereunder shall be governed by the laws of
the State of Iowa.





10.4.                      Nonwaiver Of Rights.
No waiver of default by either party of any of the terms, covenants, and
conditions hereof to be performed, kept, and observed by the other party shall
be construed as, or shall operate as, a waiver of any subsequent default of any
of the terms, covenants, or conditions herein contained, to be performed, kept,
and observed by the other party.





10.5.                      Severability. If one
or more clauses, sections, or provisions of this Agreement, or the application
thereof, shall be held to be unlawful, invalid, or unenforceable, the remainder
and application hereof of such provision shall not be affected thereby,
provided, however, that if any provisions herein allowing termination of this
Agreement by City in its sole discretion shall be held to be unlawful, invalid,
or unenforceable, then this entire Agreement shall be void.





10.6.                      Paragraph Headings.
The paragraph headings contained herein are for convenience in reference and are
not intended to define or limit the scope of any provision of this
Agreement.





10.7.                      Force Majeure.
Neither party will be liable for delays in performance caused by acts of God or
government authority, strikes, or labor disputes, or other cause beyond the
reasonable control of that party.





10.8.                      Entire Agreement.
This Agreement, together with all the Development Agreement and exhibits
attached hereto and thereto, constitute the entire Agreement between the parties
hereto, and all other representations or statements heretofore made, verbal, or
written, are merged herein, and this Agreement may be amended only in writing,
and executed by duly authorized representatives of the parties
hereto.

















10.9.                      Partnership
Disclaimer. It is mutually understood that nothing in this Agreement is
intended or shall be construed as in any way creating or establishing the
relationship of partners between the parties hereto.





10.11.                      Agreement
Construction. Words and phrases herein shall be construed as in the
singular or plural, number, and a masculine, feminine, or neuter gender,
according to the context.





IN WITNESS WHEREOF, the parties hereto
have executed this Agreement as of the date first above written.











CITY OF
DUBUQUE,
IOWA                                                                                     DIAMOND
JO, LLC





By:                                                                    By:


Its                                                                                              Its











EXHIBIT
A





MAINTENANCE
SCHEDULE














EXHIBIT
A














PREVENTIVE
MAINTENANCE REQUIREMENTS
















INTRODUCTION





This plan
is intended to assist those involved in establishing and funding an operating
maintenance program for the Port of Dubuque ramp.





The
maintenance program is divided into three categories:





Operational:
            Most
      maintenance is provided by onsite dairy employee(s). Some maintenance is
      provided by professionals, usually under a maintenance contract. This work
      maintains the routine operation of the
facility.





Aesthetics:
            Partially provided by onsite daily employee(s) and partially by an outside
      professional. This work addresses primarily the appearance of the
      facility.





Structural:
            Initial observations provided by onsite daily employees) augmented by
      professional inspection and maintenance. This work addresses the long term
      structural integrity of the
facility.





A chart
establishing a maintenance schedule with required daily, weekly, monthly,
quarterly, semi-annual, and annual maintenance tasks is provided.







PREVENTATIVE
MAINTENANCE PROGRAM





Operational
and aesthetic maintenance is ongoing and must be planned for in the operational
budget. With good operational maintenance, electrical, mechanical, and
structural repairs should


be
required less often. Good preventative maintenance reduces major repairs and
therefore should be planned for.





Operational
maintenance must be in the daily routine of the onsite personnel. Poor
operational maintenance can read to costly repairs, can cause unsafe and
unsightly conditions, and can even close the facility. Operational maintenance
involves all building systems: cleaning floors, walls, windows, lobbies, etc.,
door and hardware operation, electrical and mechanical systems, parking control
systems, plumbing and drainage systems, roofing and waterproofing, safety
equipment, and ice or snow removal.





One of
the most overlooked and least scheduled operations is cleaning. Proper cleaning
not only keeps the facility aesthetically pleasing, it reduces future structural
repairs. In the winter, chlorides, or salt, are brought into the facility from
the snow on the streets and sidewalks. This chloride will produce future
corrosion of embedded reinforcing and post tensioning steel. Simple floor
washing minimizes the amount of chloride absorbed into the concrete, thus
reducing future deterioration caused by the corrosion of the steel. Critical
areas, such as fiat areas, entrance ramps and drive aisles must be flushed
regularly. Full sized power washing equipment works best and should be scheduled
at least quarterly. Routine floor sweeping also reduces future damage by
unblocking drains and allowing water to freely flow to the drains and evaporate
as quickly as possible.





A solid
plan for snow and ice removal is paramount. Improper application of de-icing
chemicals can cause extensive structural damage, damage to metal doors and
frames, and even damage to the landscaping.





It is
important to minimize the use of any de-icing chemicals during the first two
years of a structure until is has obtained its full durability, however, use of
sand is prohibited. De-icing products must be approved by the Parking System
Supervisor.





Expansion
joints can be damaged by snow plows, shovels, and ice scraping tools. The snow
plow operator must be familiar with the facility and must raise his prow at the
exposed expansion joint. The plow should approach the joint at an angle rather
than straight on, This wilt reduce the chance of catching the joint on the edge
of the plow. It may be helpful to place a colored flag or wall marking adjacent
to the joint for easy indentification.





Snow and
ice removal around drains is of utmost importance. Daily observation and
cleaning should be scheduled as the ice and snow melt to prevent drain
blockage.





Snow
plowing must be carefully controlled on the top deck of the ramp. It is common
for snow plow operators to pile the snow on one side or in one corner. Piled
snow will overload the structure. A plowing pattern and a plan of removal must
be developed to prevent overloading. This may include side chutes, an open area
for dumping the snow over the side of the ramp, the use of an open bed truck for
removal, or closing the top deck during heavy snow.





Operational
maintenance and regularly scheduled professional preventative maintenance on
electrical, elevator, mechanical and plumbing systems, parking control, and
security systems will reduce unexpected breakdowns. Routine plans for proper
oiling, greasing, belt replacement, etc. should be carried out in accordance
with manufacturer's recommendations. Ail equipment requiring professional
preventative maintenance should be on contract for services. Before the onset of
winter,






































water
pipes, sprinklers, hosebibs, and drain tines must be either drained of water or
their heating systems must be checked for good operation. Heat tapes, if used,
must be checked regularly during continuous operation.





Aesthetic
maintenance is necessary for an attractive, well maintained appearance. Some
operational maintenance, such as regular sweeping and cleaning also become
aesthetic maintenance. Signs, graphics, and paint quality should be routinely
examined for good appearance.





Choosing
the correct paint for painted concrete surfaces is essential for long fasting
paint and for the protection of the concrete. Water based latex paints should
always be chosen to be applied to concrete. Latex paints remain breathable in
service. Paints such as polymer paints are not breathable and will peat off when
moisture evaporates out of the concrete. Oil based paints are somewhat
breathable, however the natural alkalinity of concrete tends to deteriorate the
paint more rapidly than latex paint. Metal surfaces should be painted with
enamel paints or zinc-rich paints. Enamel paints are the best general purpose
paints for metal surfaces while zinc-rich paints are best for high humidity
areas or as a primer on exposed steel surfaces.





Good
surface preparation including removal of dirt, oil, grease, and surface
contaminants must always be done before any paint is applied. For metal
surfaces, existing rust should be scraped to clean metal and primed before final
coating. All paints should be applied above 50 degrees Paint should not be
applied late in the day when conditions would allow condensation to occur at
night, or when rain is expected.





Structural
examination begins with routine observation by the onsite personnel and is
augmented by a structural engineer if deterioration is noticed. Bienniel
examination by a structural engineer is recommended until the structure is
approximately 10 to 15 years old. After that, annual examination is recommended
due to the higher incidence of deterioration.





Onsite
personnel should be made aware of how to recognize structural deterioration and
should notify property management if any is observed. Property management
personnel should know whom to contact if deterioration is observed.





Life
expectancy of materials must also be accounted for when considering Fong
maintenance budgeting. The life expectancy of most of the equipment will be in
order of 20 years, at which time equipment must be replaced; the life of roofing
and plaza waterproof membranes will also be 20 years; The life of the traffic
bearing membrane will be approximately 10 years; the life of window sealants
will be approximately 20 years; the life of the building sealants, i.e.
caulking, will be approximately 8 to 10 years; and the life of the concrete
floor sealer is 5 years.





The
following chart shows the frequency of performing the required maintenance. In
the chart,


"R"
denotes the recommended frequency, "M" denotes the bare minimum frequency, "P"
denotes a required professional inspection. For those tasks with "M" only, the
minimum frequency is also the recommended frequency.
























OPERATIONAL1.  CleaningSweeping local
      areas
            R
            MComplete ramp
      sweep down
            
            R
            MSweep debris
      that collects in expansion
            
            R
            MjointsEmpty trash
      cans
            R
            MClean
      restrooms
            MCashier booths
      - floors, fixtures
            R
            Mwalls,
      windows
            
            R
            MEleavators -
      floors, door tracks,
            R
            Mwindows
            
            R
            MStairs -
      floors, door tracks
            
            R
            Mwalls,
      windows
            M
            
            R
            MLobbyComplete ramp
      floor wash down with
            
            
            
            R
            
            M
            1power
      washParking control
      equipment - directional
            
            R
            MsignageRemove ponding
      water
            
            
            
            
            
            
            2Ice and snow
      removal
            
            
            
            
            
            
            22.  Doors
      and HardwareDoors close and
      mechanisms work
            R
            MproperlyLubrication -
      adjustment
            
            
            R
            
            M3. 
      Electrical SystemCheck light
      fixtures, switches and
            
            R
            MoperationRelamp light
      fixtures
            
            
            
            
            
            
            2Distribution
      panels
            
            
            
            
            R
            PFire control
      system, if applicable
            
            R
            M
            
            
            P
            3Emergency
      generator, if applicable
            
            
            M4. 
      ElevatorsCheck for
      normal operation
            R
            MCheck indicator
      panels and lights
            R
            MPreventative
      maintenance service
            
            
            
            
            
            P
            35. 
      Heating, Ventilation and Air Conditioning (HVAC)Check for
      proper operation
            
            R
            
            MPreventive
      maintenance service
            
            
            
            
            M
            P
            36. 
      Parking Control SystemCheck for
      proper operation
            R
            MPreventive
      maintenance service
            
            
            
            
            
            P
            3




OPERATIONAL7.  Plumbing
      and drainage systemsCheck for
      proper operationSanitary
      facilities
                R
                MIrrigation, if
      applicable
                
                
                R
                
                MFloor
      drains
                
                MFlush floor
      drain system every spring
                
                
                
                
                MSump
    pump
                
                R
                MFire protection
                
                
                Msystem if
      applicableDrain water
      system for winter
                
                
                
                
                
                M8. 
      Roofing and WaterproofingCheck for
      leaksRoofing
                
                
                R
                
                MJoint sealant
      in floors
                
                
                R
                
                MExpansion
      joints
                
                
                R
                
                MWindows, doors
      and walls
                
                
                R
                
                MFloor membrane
      areas
                
                
                R
                
                MCheck for
      deterioration
                
                
                
                
                R
                M9. 
      Safety ChecksCargon monoxide
      monitor, if applicable
                R
                MHandrails and
      guardrails
                
                
                R
                MExit
      lights
                
                
                R
                MEmergency
      lights
                
                
                R
                MTripping
      hazards
                R
                M10. 
      Security SsytemCheck for
      proper operation
                M
                
                
                
                
                P
                3AESTHETICS1.  Signs
      and graphicsCheck for
      proper operationIn
    place
                
                R
                MClean
                
                
                
                R
                
                MLegible
                
                
                
                R
                
                MIlluminated
                R
                M2. 
      PaintingCheck for rust
      spots
                
                
                
                R
                MDoors and door
      frames
                
                
                
                R
                MHandrails and
      guardrails
                
                
                
                R
                MPipe guards,
      exposed pipes and conduits
                
                
                
                R
                MOther
      metal
                
                
                
                R
                MCheck for
      appearanceStriping
                
                
                
                R
                MSigns
                
                
                R
                MWalls
                
                
                
                R
                MCurbs
                
                
                R
                
                MTouch up
      paint
                
                
                R
                
                MRepaint
                
                
                
                
                
                
                2
 3. 
      Landscaping, sidewalksRemove
      trash
                      R
                      MPlanted
      areas
                      
                      MSTRUCTURAL
      EXAMINATIONAND
      EVALUATIONConcrete
      deterioration
                      
                      
                      R
                      
                      M
                      PConcrete
      cracking
                      
                      
                      R
                      
                      M
                      PPost tension
      anchors
                      
                      
                      
                      
                      
                      PWater
      leakage andpenetration
                      
                      R
                      
                      M
                      
                      PExpansion
      joints
                      
                      
                      
                      R
                      M
                      PGuard rails and
      wires
                      
                      
                      R
                      
                      M
                      PStair tower
      structure
                      
                      
                      R
                      
                      M
                      PConcrete
      membranes and coatings
                      
                      
                      R
                      
                      M











INSURANCE
SCHEDULE











[Certificate
of Liability Insurance (Specimen) has been omitted.]























Exhibit
K


Operating
Expenses for the Public Parking Facility Include the Following:





·
            Staffing
      (Maint./Cleaning/Security/Customer
Service)


·
            Utilities
      (Phone, electric, water, etc.)


·
            Insurance


-Property


-General
Liability





·
            Snow/Ice
      Removal


·
            Maintenance
      Contracts


·
            Property
      Maintenance (General damage repair, painting,
  etc.)


·
            Supplies
      (Replacement lights, cleaning supplies, bathroom supplies,
      etc.)


·
            Striping
      and other painting


·
            Landscaping


·
            Administrative
      overhead, which shall be limited to $10,000 per year for any year that DJ
      has the Maintenance Services Agreement with the City for the Public
      Parking Facility or $21,610 per year for all years that DJ does not have
      such Maintenance Services Agreement.  Such amounts shall be
      adjusted annually by the increase, if any, from the previous year in the
      Consumer Price Index for all items for All Urban Consumers-U.S. City
      Average, published by the U.S. Department of Labor, Bureau of Labor
      Statistics.


·
            Security











Exhibit
L
 Par. 12
of the Development Agreement Between the City of Dubuque and The
 McGraw-Hill
Companies, Inc.












SECTION
12.    PARKING.    City owns the real
estate (the Parking Property) which adjoins the Property shown on Exhibit B and
is intended for use for parking purposes.  In connection therewith,
the parties agree as follows:





12.1.  Construction
of Improvements by McGraw-Hill.  Within the time frames set forth in
Section 10.3, McGraw Hill shall, at its sole expense, complete the grading,
paving, landscaping including islands, and lighting the Parking Property
according to plans and specifications approved by City and consistent with the
City standards including the Port of Dubuque Design Standards.  The
Parking Property shall be divided into Lot A and Lot B as set out on Exhibit
B.  McGraw-Hill shall be responsible for obtaining of all n ecessary
permits, and shall be responsible for and pay for the cost of drainage and storm
water improvements required by City standards and state and federal law for the
development of the Parking Property.  City shall pay only those costs
pre-approved by City for transportation and disposal of fill required to be
removed from the Parking





























Property
as a result of construction by McGraw-Hill of the improvements contemplated by
this Section 12. McGraw-Hill shall use all reasonable efforts in its design and
improvement of the Parking Property to limit the need to remove fill from the
Parking Property. The City shall be provided with prompt notice of the believed
need to remove fill from the Parking Property so as to allow City to make
arrangements for sampling and analysis of such fill, and McGraw-Hill shall allow
such activities by City. City shall not be responsible for bringing any new fill
to the Parking Property. In addition, City shall not be responsible for
transportation and disposal of fill placed on the Parking Property by
McGraw-Hill, its employees, agents or contractors.








12.2. Construction of Improvements by
City. City shall install gates and controls and underground services to
those gates and controls to control access to Lot B, so as to permit the types
of uses set out below in this Section 12.4. The installation of gates and
controls and underground services to the gates and control shall be
substantially completed by eighteen (18) months after the Closing Date. City
shall have the right to install, at City's expense and during the construction
of the Parking Lot by McGraw-Hill or at such later date as City determines,
additional electrical service, water, staging, and tie downs.





12.3. Maintenance of Parking
Property. Maintenance, repair and replacement of the Parking Property
shall be the sole responsibility and expense of City, including but not limited
to:





Snow
removal on Parking Property and adjacent sidewalks completed by 7:00 a.m. and
3:00 p.m_ each day;





Salting
of Parking Property and adjacent sidewalks completed by 7:00 a.m. and 3:00 p.m.
each day;





Maintenance
of the lawn sprinkler system;





Replacing
bushes, trees, etc., as needed;





Lighting
maintenance;





Parking
lot spring clean-up; and





Monthly
parking lot sweeping during non-winter months.





12.4.
Use of Parking Lots.





(1)  Lot
A shall consist of non-assigned spaces for McGraw-Hill's
employees at no cost to such employees for parking between the hours of 6:00
a.m. and




15
















5:00 p.m.
or such later time for a specific day as the City Manager may upon written
request of McGraw-Hill agree, Monday through Sunday, fifty-two weeks per year:
Subject to Section 12.4(3), City shall have the right to allow parking in Lot A
by the public during such hours and at any other time. Notwithstanding the
foregoing, McGraw-Hill employees who have already parked in Lot A prior to 5:00
p.m. may remain parked in Lot A until their workday is completed except on a day
that City has notified McGraw-Hill in writing seven days in advance that
employees may not remain in Lot A after 5:00 p.m. on that day.





(2)  Lot B
shall consist of non-assigned spaces for McGraw-Hill's employees at no cost to
such employees for parking between the hours of 6:00 a.m. and 5:00 p.m. or such
later time for a specific day as the City Manager may upon written request of
McGraw-Hill agree, Monday through Friday, fifty-two weeks per year, except
holidays. Subject to Section 12.4(3); City shall have the right to allow parking
in Lot B by the public during such hours and at any other time and to use Lot B
at any other time for such purposes as City determines appropriate.
Notwithstanding the foregoing, McGraw-Hill employees who have already parked in
Lot B prior to 5:00 p.m. may remain parked in Lot B until their workday Is
completed except on a day that City has notified McGraw-Hill in writing seven
days in advance that employees may not remain in Lot B after 5:00 p.m. on that
day.





(3)  It Is the
intent of the parties under Sections 12.4(1) and (2)that all McGraw-Hill
employees will be guaranteed a parking space, but not to exceed the 513 spaces
shown on the attached Site Plan, in Lot A or Lot B between the hours of 6:00
a.m. and 5:00 p.m. Monday through Friday, fifty-two weeks per year, except
holidays, and public parking will be limited by City to effectuate such
guaranteed parking. In order to assure that City makes sufficient parking spaces
available to McGraw-Hill for its employees and to efficiently manage the lot,
McGraw-Hill will notify City upon its Initial occupancy of the office building
of the average number of employees for the month who will work at the office
building between the hours of 6:00 am. and 5:00 p.m. Monday through Friday and
thereafter whenever there is any increase or decrease in the average monthly
number of such employees.





(4)  For
purposes of this paragraph, holidays shall mean New Years Day, , Memorial Day,
4th
of July, Labor Day, Thanksgiving and Christmas Day, and the following Monday
when any of the foregoing named legal holidays fall on a Sunday.





12.5. Parking Facility.IfCity
constructs a parking structure in the Port of Dubuque north of Third Street,
upon completion of the parking structure, all rights of McGraw-Hill and its
employees as provided in Par. 12.4(2)shall transfer to the
parking structure and such parking rights shall be exclusive to the parking
structure. Such structure shall be constructed within 1,200 feet of the
Property.




16














Exhibit
M
 Escrow
Agreement




















ESCROW
AGREEMENT


BETWEEN


THE
CITY OF DUBUQUE, IOWA


AND


DIAMOND
JO, LLC





This Escrow Agreement, dated October 1,
2007 (Escrow Agreement) is entered into between Diamond Jo, LLC (DJ) and the
City of Dubuque, Iowa (City).





WHEREAS, DJ and City entered into the
an Amended and Restated Port of Dubuque Public Parking Facility Development
Agreement dated as of October 1, 2007, (“the Development Agreement”) whereby DJ
agreed to deposit funds with City to be held in escrow and to be disbursed as
provided in the Development Agreement.





NOW, THEREFORE, in consideration of the
premises set forth above and other good and valuable consideration, the receipt
of which is hereby acknowledged, the parties hereto agree as
follows:





SECTION
1.                                DEPOSIT OF ESCROW
FUNDS.   As provided in Section 1.2 the Development
Agreement, prior to and as a condition of award by City of the contract for the
construction of the Parking Facility (as that term is defined in the Development
Agreement), DJ will deliver to City the sum of Five Million Four Hundred
Thirty-Six Thousand Three Hundred Eighty-Two and 65/100 Dollars ($5,436,382.65)
($6,350,000.00 less such amounts that have already been paid by DJ to City for
the design and construction of the Parking Facility) (Escrow Funds) to be held
by City in accordance with the terms hereof.  Subject to and in
accordance with the terms and conditions hereof, City agrees that it shall
receive, hold in escrow, invest and reinvest and release or distribute the
Escrow Funds.  It is hereby expressly stipulated and agreed that all
interest, dividends and other earnings on the Escrow Funds shall become a part
of the Escrow Funds, and shall be held by City and disbursed as provided in this
Escrow Agreement and by Section 1.2 of the Development Agreement.





SECTION
2.                                INVESTMENT OF ESCROW
FUNDS.  City shall deposit the Escrow Funds received under this
Escrow Agreement, including principal and interest, in a money market fund
account at Dubuque Bank & Trust Co. and shall not move or transfer the
Escrow Funds except as provided herein or unless otherwise agreed upon in
writing by DJ.  The parties agree that, for tax reporting purposes,
all interest or other taxable income earned on the Escrow Funds in any tax year
shall be taxable to DJ.  Notwithstanding any provision in this Escrow
Agreement or the Development Agreement to the contrary, all interest or other
amounts accrued or payable on any portion of the Escrow Funds shall be payable
quarterly in cash by Dubuque Bank & Trust Co. to DJ by wire transfer of
immediately available funds no later than fifteen (15) calendar days following
the end of each calendar quarter (or any partial quarter, as applicable) to an
account designated by DJ to Dubuque Bank & Trust Co., commencing with the
quarter ending December 31, 2007.








SECTION
3.                                DISBURSEMENT
OR WITHDRAWAL OF ESCROW FUNDS.





3.1.           City
is hereby authorized to make disbursements or withdrawals of the Escrow Funds as
follows:





(a)           In
compliance with the terms and provisions of the Development Agreement;
or





(b)  According to written
instructions signed by both City and DJ.





3.2.                      A
copy of each withdrawal, including reasonable documentation thereof, shall be
delivered to DJ at the time of withdrawal, but DJ’s consent shall not be
required to any such withdrawal that is in compliance with the Development
Agreement.





SECTION
4.                                NOTICES.  All
notices, requests, demands, and other communications under this Escrow Agreement
shall be in writing and mailed or delivered to the party to whom notice is to be
given, by first class mail, registered or certified, postage prepaid, and
properly addressed, return receipt requested, to the party at the address
provided in the Development Agreement or, to such other address as a party shall
designate by written notice to all other parties to the Escrow
Agreement.





SECTION
5.                                TERMINATION OF
ESCROW.  This Escrow Agreement shall terminate and any Escrow
Funds, including any accrued interest or other amounts paid or payable in
respect thereof, promptly paid by the City to DJ upon the earlier to occur
of:  (i) the disbursement of all Escrow Funds in accordance with the
terms of this Escrow Agreement and the Development Agreement;
(ii)  termination of the Development Agreement in accordance with its
terms; and (iii) the Termination Date (as defined in the Minimum Assessment
Agreement).





SECTION
6.                                GOVERNING LAW;
JURISDICTION.  This Escrow Agreement shall be construed,
performed, and enforced in accordance with, and governed by, the internal laws
of the State of Iowa, without giving effect to the principles of conflict of
laws thereof.





SECTION
7.                                AMENDMENTS;
WAIVERS.  This Escrow Agreement may be amended or modified, and
any of the terms, covenants, representations, warranties, or conditions hereof
may be waived, only by a written instrument executed by the parties hereto, or
in the case of a waiver, by the party waiving compliance.  Any waiver
by any party of any conditions, or of the breach of any provision, term,
covenant, representation, or warranty contained in this Escrow Agreement, in any
one or more instances, shall not be deemed to be nor construed as further or
continuing waiver of any such conditions, or of the breach of any other
provision, term, covenant, representation, or warranty of this Escrow
Agreement.





SECTION
8.                                COUNTERPARTS.  This
Escrow Agreement may be executed in two or more counterparts, all of which taken
together shall constitute one instrument.








SECTION
9.                                ENTIRE
AGREEMENT.  This Escrow Agreement and the Development Agreement
contain the entire understanding among the parties hereto with respect to the
escrow contemplated hereby and supersedes and replaces all prior and
contemporaneous agreements and understandings, oral or written, with regard to
such escrow.





SECTION
10.                                SECTION HEADINGS.  The
section headings in this Escrow Agreement are for reference purposes only and
shall not affect the meaning or interpretation of this Escrow
Agreement.





SECTION
11.                                SEVERABILITY.  In
the event that any part of this Escrow Agreement is declared by any court or
other judicial or administrative body to be null, void, or unenforceable, said
provision shall survive to the extent it is not so declared, and all of the
other provisions of this Escrow Agreement shall remain in full force and
effect.





SECTION 12.  SUCCESSORS AND
ASSIGNS.  This Escrow Agreement shall not be assignable by the
Company without the consent of the City and shall not be assignable by the City
without the consent of the Company.  This Escrow Agreement shall be
binding upon and inure to the benefit of and be enforceable by the parties
hereto and their respective successors and permitted assigns.














IN WITNESS WHEREOF, the
parties hereto have caused this Escrow Agreement to be signed the day and year
first above written.








CITY
OF DUBUQUE, IOWA











By:   ______________________________


Roy D.
Buol, Mayor











Attest:    ___________________________


Jeanne F.
Schneider, City Clerk











DIAMOND
JO, LLC











By:        ___________________________





Its: