EXHIBIT
      10.64





City
of Dubuque, Iowa


$23,025,000


Urban
Renewal Tax Increment Revenue Bonds,


Taxable
Series 2007




Bond
Purchase Contract




October
1, 2007






City of
Dubuque




Dubuque
County, Iowa




Diamond
Jo, LLC




Dubuque,
Iowa




Ladies
and Gentlemen:




This Bond
Purchase Contract (the “Contract”) is entered into
by and among the City of Dubuque, Iowa (the “City”), Diamond Jo, LLC, a
Delaware limited liability company (the “Company”), and Robert W.
Baird & Co. (the “Underwriter”) in connection
with the issuance and sale of $23,025,000 aggregate principal amount of City of
Dubuque, Iowa, Urban Renewal Tax Increment Revenue Bonds, Taxable Series 2007
(the “Bonds”).




1.Definitions.




For
purposes of this Contract, the following terms have the meanings specified in
this section, unless another meaning is plainly intended:




A.“Bond Resolution” means the
Resolution adopted by the City Council of the City on October 1, 2007 providing
for the issuance, sale and delivery of the Bonds.




B.“Business Day” means any day
other than a day on which banks in New York, New York, Dubuque, Iowa, or in the
city of the Registrar’s principal corporate trust office are required or
authorized to close.




C.“Closing Date” means
October 16, 2007 or such earlier or later date as the City and the
Underwriter shall mutually agree upon.




D.“Code” means the Internal
Revenue Code of 1986, as amended.




E.“Corporate Entities” or “Corporate Entity,” as the
case may be, means the Company and the Parent.





2257255.03.00.B.doc
 2147890/TEF/6.12.07







F.“Disclosure Certificate”means the Continuing Disclosure Certificate dated the Closing Date
executed and delivered by the Company and the Parent.




G.“Development Agreement”meansthe
Amended and Restated Port of Dubuque Public Parking Facility Development
Agreement dated October 1, 2007, by and between the Company and the
City.




H.“Escrow Agreement”means the
Escrow Agreement dated October 1, 2007 between the City and the
Company.




I.“Governmental Body” means any
federal, state, municipal, or other governmental department, commission, board,
bureau, agency or instrumentality, domestic or foreign.




J.“Guaranty”means the Guaranty
dated October 1, 2007 executed by the Parent in favor of the City.




K.“Minimum Assessment
Agreement” means the Minimum Assessment Agreement dated October 1, 2007
by and among the City, the Company and the City Assessor of the City of Dubuque,
Iowa.




L.“Official Statement” means
the Official Statement of the City and the Company (including the Appendix
thereto) relating to the Bonds dated October 1, 2007.




M.“Parent” means Peninsula
Gaming, LLC, a Delaware limited liability company and the Company’s parent
company.




N.“Transaction Documents”means
the Bond Resolution, the Development Agreement, the Disclosure Certificate, the
Escrow Agreement, the Guaranty, the Minimum Assessment Agreement, the Official
Statement and all other material agreements, contracts and certificates executed
and delivered in connection with the issuance and sale of the Bonds and with
respect to the Development and the Parking Facility.




Capitalized
terms not otherwise defined herein shall have the meanings set forth in the
Official Statement.




2.Purchase,
      Sale and Delivery of the Bonds.




On the
basis of the representations, warranties and covenants contained herein and in
the other agreements referred to herein, and subject to the terms and conditions
herein set forth, at the Closing Time, the Underwriter agrees to purchase from
the City and the City agrees to sell to the Underwriter, the Urban Renewal Tax
Increment Revenue Bonds, Taxable Series 2007 at a purchase price of
$22,764,750 (par value of the Bonds of $23,025,000 and less the Underwriter’s
discount of $260,250).





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The Bonds
shall be issued under and secured as provided in the Bond
Resolution.  The Bonds shall have the maturities and shall bear
interest as set forth in Exhibit A attached hereto.  The Bonds shall
be subject to optional, mandatory or extraordinary redemption as described in
the Official Statement and the Bond Resolution.  The Underwriter
further agrees to initially offer the Bonds to the public at the initial
offering yields or prices set forth in Exhibit A.  The Underwriter
reserves the right to make concessions to dealers and to change such initial
public offering prices as the Underwriter deems necessary in connection with the
marketing of the Bonds.  The Underwriter also reserves the right to
over allot the Bonds in order to maintain the market price of the Bonds at a
level above that which might otherwise prevail in the open market and to
discontinue such stabilizing, if commenced, at any time.




Payment
for the Bonds shall be made in federal funds or funds good the day of delivery
via wire transfers with delivery of the closing documents, as set forth in
Section 7 below, at the offices of Ahlers & Cooney, P.C.,
100 Court Avenue, Suite 600, Des Moines, Iowa 50309 (“Bond Counsel”) at
approximately 10:00 a.m. local time on October 16, 2007, or such other
place, time or date as shall be mutually agreed upon by the City and the
Underwriter.  The date of such delivery and payment is herein called
the “Closing Date,” and the hour and date of such delivery and payment is herein
called the “Closing Time.”  Delivery of the Bonds shall be made in
definitive form, bearing CUSIP numbers (provided neither the printing
of a wrong number on the Bonds nor the failure to print a number thereon shall
constitute cause to refuse delivery of any Bond) and will be issued to the
registered owners thereof, or to Cede & Co. if in book-entry only
form.  The Bonds shall be available at or through the facilities of
The Depository Trust Company in New York, New York (or such other location as
the Underwriter shall designate) at least 24 hours prior to the Closing
Time.




3.Pre-Closing
      Deliveries.




A.On or
prior to the Closing Date, the City and the Company shall deliver or cause to be
delivered to the Underwriter an executed copy of the Official Statement,
executed on behalf of the City and the Company by its Mayor and designated
corporate officer, respectively.




B.On or
prior to the Closing Date, the City shall deliver or cause to be delivered to
the Underwriter a certified copy of the Bond Resolution authorizing the issuance
of the Bonds, which shall include the authorization of the execution, delivery
and performance of this Contract, among other things, together with such
reasonable number of copies of the foregoing as the Underwriter shall
request.




C.On or
prior to the Closing Date, the City and the Corporate Entities shall coordinate
efforts to deliver or cause to be delivered to the Underwriter an executed copy
of all Transaction Documents to which they are a party.




D.The
City and the Corporate Entities hereby authorize any and all of the material
described above in subsections A, B and C of this Section 3, including
specifically the Bond Resolution, the Official Statement, the audited financial
statements





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of the
Corporate Entities, the Transaction Documents to which the City or the Corporate
Entities are or are to be a party and the information contained in the Official
Statement and the Bond Resolution, for use in connection with the offering and
sale of the Bonds.  The City and the Company hereby ratify, approve,
and consent to the use and distribution by the Underwriter to prospective
purchasers of the Bonds, prior to the date hereof, of the Official Statement in
connection with the offering and sale of the Bonds.  The City and the
Company hereby agrees to furnish such information, execute such instruments and
take such other action in cooperation with the Underwriter as the Underwriter
may deem necessary in order to qualify the Bonds for offering and sale under the
“Blue Sky” or other securities laws and regulations of such states and other
jurisdictions of the United States as the Underwriter may designate; provided, however, that the
City shall not be required to file any general consents to services of process
under the laws of any state or to comply with any other requirements deemed by
the City to be unduly burdensome.




4.Representations
      and Warranties and Agreements of the
City.




The City
represents and warrants to and agrees with the Underwriter that:




A.City.  The City is
a body politic and corporate constituting a public instrumentality and political
subdivision, duly created, organized and existing under the laws and the
Constitution of the State of Iowa.  The City is authorized and
empowered by the Act and the Bond Resolution to enter into the transactions
contemplated by this Contract, the Bond Resolution, the Official Statement, and
the Transaction Documents to which the City is or is to be a
party.  The adoption of the Bond Resolution and the execution,
delivery and performance by the City of this Contract and the Transaction
Documents to which the City is or is to be a party and the issuance of the
Bonds, are within the legal right, power and authority of the City, have been
duly and validly authorized by all necessary proceedings of the City, and such
execution, delivery and performance by the City do not and will not contravene,
or constitute a breach of or default (with due notice or the passage of time or
both) under, any provision of law, ordinance or regulation applicable to the
City, or any provision of the municipal code or other rules and procedures of
the City, or any judgment, order, decree, agreement or instrument binding on it
or, result in the creation of any lien or other encumbrance on any asset of the
City (other than the Development Tax Increments).  This Contract
constitutes, and the provisions of the Bond Resolution and the Transaction
Documents to which the City is or is to be a party, when executed and delivered
by the City and the other parties thereto, will constitute valid and binding
agreements of the City enforceable against the City in accordance with their
terms, except to the extent limited by bankruptcy, reorganization, or other
similar laws affecting creditors’ rights generally and by the availability of
equitable remedies, and the Bonds, when issued and delivered by the City in
accordance with this Contract and the Bond Resolution will have been duly
authorized and issued and will constitute valid and binding obligations of the
City enforceable against the City in accordance with their terms, except to the
extent limited by bankruptcy, reorganization, or other similar laws affecting
the enforcement of creditors’ rights generally and by the availability of
equitable remedies.  When delivered





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to and
paid for by the Underwriter at the Closing in accordance with the provisions of
this Contract, the Bonds will conform in all material respects to the
description thereof contained in the Official Statement.




B.Use of
Proceeds.  The City will not take or omit to take any action
which will in any way cause or result in the proceeds from the sale of the Bonds
being applied other than as provided in the Bond Resolution and as described in
the Official Statement.




C.Governmental
Authorization.  All authorizations, consents and approvals of
any Governmental Body required in connection with the execution and delivery by
the City of, or in connection with the performance by the City of its
obligations under, the Bonds, the Bond Resolution, this Contract, or the
Transaction Documents to which the City is or is to be a party, including
without limitation the collection of Development Tax Increments, have been
obtained and are in full force and effect, or will be obtained prior to Closing
and will be in full force and effect as of the Closing Date.




D.Official
Statement.  The information contained in the Official Statement
under the captions “Introductory Statement,” “The City,” “The Development and
the Development Agreement,” “The Parking Facility,” “The Bonds,” “Sources and
Uses,” “Security for the Bonds and Source of Payment,” “The Property Tax
Collection Process,” “The Bond Resolution,” “The Minimum Assessment Agreement,”
“No Litigation,” “Continuing Disclosure” and “Authorization” (collectively, the
“City Information”)
(i) is, and as of the Closing Date, will be true and correct in all
material respects and (ii) does not contain any untrue statement of a
material fact or omit to state any material fact that is necessary to be stated
therein in order to make the statements therein, in light of the circumstances
in which they were made, not misleading.  The City has duly authorized
the use and distribution by the Underwriter of the Bond Resolution, the
Transaction Documents to which it is a party and the Official Statement,
including any amendments or supplements thereto as permitted by this Contract as
any authorized officer of the City may approve.  No event
affecting the City, the Project Area or the Bonds has occurred since the date of
the Official Statement that is not disclosed therein which should be disclosed
therein for the purposes thereof or that is necessary to disclose therein to
make the statements and information therein not misleading in any material
respect as of the Closing Date.  The City has duly executed and
delivered the Official Statement.




E.No Liens or Encumbrances.Except as described in the Official Statement with respect to the Bonds,
there are no existing liens, claims, charges or encumbrances on or rights to the
Development Tax Increments, or any other funds, revenues or interests pledged
pursuant to the Bond Resolution which are senior to, or on a parity with, the
claims of the holders of the Bonds.  Other than as described in the
Official Statement, the City has not entered into any contract or arrangements
of any kind, and there is no existing, pending, threatened, or anticipated event
or circumstance that might give rise to any lien, claim, charge or encumbrance
on or right to the Development Tax Increments,





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or other
assets, properties, funds, or interests pledged pursuant to the Bond Resolution
which would be prior to, or on a parity with, the claims of the holders of the
Bonds.




F.No
Litigation.  There is no action, suit, proceeding or
investigation, at law or in equity, before or by any court or any governmental
agency or public board or body, pending against the City or, to the knowledge of
the City manager or attorney, threatened against the City, to restrain or
enjoin, or threatening or seeking to restrain or enjoin, the issuance, sale or
delivery of the Bonds or the collection of revenues pledged or to be pledged to
pay the principal, premium, if any, of, and interest on, the Bonds, or in any
way contesting or affecting the validity of the Bonds, or in any way questioning
or affecting (i) the proceedings under which the Bonds are to be issued,
(ii) the validity or enforceability of any provision of the Bonds, the Bond
Resolution or this Contract, (iii) to the best knowledge of the City
manager or attorney, the authority of any taxing body to impose or collect the
revenues or other funds pledged to the payment of the Bonds, (iv) the legal
existence of the City, the entitlement of its Mayor and members of the City
Council or officers to their offices, to perform its obligations hereunder or
with respect to the Bonds, or to consummate any of the transactions to which it
is or is to be a party as contemplated hereby or by the Bond Resolution or the
Official Statement or (v) the collection of any Development Tax
Increments.  There is no action, suit, proceeding or investigation, at
law or in equity, before or by any court or any governmental agency or public
board or body, pending against the City or, to the knowledge of the City manager
or attorney, threatened against the City, involving any of the property or
assets within the City which may result in any material adverse change in the
collection of Development Tax Increments or the ability of the City to pay
principal of or interest on the Bonds.  To the best knowledge of the
City manager or attorney, there is no litigation, controversy, investigation or
proceeding of any nature now pending or threatened against any person or entity
with respect to the Project Area, the collection of Development Tax Increments
within the Project Area or the issuance and the sale of the Bonds.




G.Non-Contravention.  Other
than as described in the Official Statement or the Bond Resolution, the
execution, delivery and performance by the City of its obligations under this
Contract and the Transaction Documents to which it is or is to be a party do not
and will not contravene or constitute a default (with due notice or the passage
of time or both) under any provision of any applicable law or regulation or of
any agreement, judgment, injunction, order, decree or other instrument binding
upon the City, and will not result in the creation of any lien or other
encumbrance on any asset of the City (other than the Development Tax
Increments).




H.Authorization.  The
City has taken all action necessary to be taken by it to carry out and effect
the transactions to be performed by it as contemplated by the Bond Resolution,
the Official Statement, and this Contract.




I.Certificates.  Any
certificate signed by an authorized officer or agent of the City and delivered
to the Underwriter shall be deemed a representation and warranty by the City to
the Underwriter as to the statements made therein.





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J.City’s Right to Receive, Pledge and
Assign Certain Taxes.The City is lawfully entitled to receive, pledge
and assign the Development Tax Increments and the amounts on deposit in the
Revenue Fund, and in the other funds and accounts held by the City pursuant to
the Bond Resolution and other amounts which have been pledged or assigned as
security for the payment of the principal of, premium, if any, and interest on
the Bonds as more fully set forth in the Bond Resolution.




K.Resolution.The Bond
Resolution is in full force and effect and has not been amended, modified,
revoked or repealed.




L.Zoning; Usage.  The
Development Property is properly and sufficiently zoned to permit its current
and proposed usage as detailed in the Transaction Documents.




M.Disbursements.  The
City will not authorize any disbursement of funds from any fund under the Bond
Resolution except in accordance with the terms of the Bond
Resolution.




5.Representations,
      Warranties and Agreements of the
Company.




The
Company represents and warrants to and agrees with the Underwriter and the City
that:




A.Company
Entities.  Each of the Corporate Entities is (i) a limited
liability company duly organized, validly existing and in good standing under
the laws of the State of Delaware and (ii) a foreign limited liability
company duly authorized to transact business in the State of
Iowa.  The Corporate Entities have, or will obtain in the ordinary
course and when required, all necessary licenses and permits necessary to own,
maintain and/or operate the Development and Parking Facility as contemplated to
be conducted or described in the Official Statement.  The Company has
not received any notice of an alleged violation, and the operations of the
Corporate Entities and the Development and Parking Facility are not in
violation, of any zoning, land use, environmental or other similar law or
regulation which would materially adversely affect the operations or financial
condition of any Corporate Entity or any Corporate Entity’s ability to operate
any part of the Development and Parking Facility.  The Company has the
legal capacity to enter into and deliver this Contract, and each of the
Corporate Entities has the legal capacity to execute, enter into and deliver or
approve, as the case may be, the Transaction Documents to which any of them is
or is to be a party and to perform other acts and things as provided for in each
of the foregoing documents.  Each of the Corporate Entities has full
legal right, power and authority under all applicable provisions of law and its
articles of incorporation and bylaws or articles of organization and operating
agreement, as the case may be, to enter into, execute, deliver and perform its
obligations under the Transaction Documents to which it is a party and to
perform such other acts and things as provided for in each such Transaction
Document.





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B.Authorization.Each of the
Corporate Entities has authorized all necessary action and received all
necessary consents to be taken or required to be received by it for the
execution and delivery or approval, as the case may be, of the Transaction
Documents to which it is or is to be a party and any and all such other
agreements and documents as may be required to be executed, delivered or
received by it in order to carry out, effectuate and consummate the transactions
contemplated herein and therein; and the performance by it of such
transactions.  The execution, delivery and performance by each of the
Corporate Entities of its obligations under the Transaction Documents to which
it is a party have been duly approved and authorized by all necessary action by
or on behalf of such Corporate Entity.




C.Official
Statement.  The information contained in the Official Statement
under the captions “The Development and the Development Agreement,” “Racing and
Gaming in Dubuque County, Iowa,” “Racing and Gaming in Iowa,” “Risk Factors,”
“The Company and the Parent,” “The Minimum Assessment Agreement,” “The
Guaranty,” “Continuing Disclosure” and “Authorization” (collectively, the “Company Information”)
(i) is, and as of the Closing Date, will be true and correct in all
material respects and (ii) does not contain any untrue statement of a
material fact or omit to state any material fact that is necessary to be stated
therein in order to make the statements therein, in light of the circumstances
in which they were made, not misleading.




D.Liens and
Encumbrances.  All liens, encumbrances, covenants, conditions
and restrictions, if any, which pertain to any Corporate Entity will not
materially adversely affect the value of, or materially interfere with or
materially impair the operation of, the Development or Parking
Facility.




E.Litigation.  There
is no action, suit, proceeding, inquiry or investigation at law or in equity
before or by any court or any governmental agency or public board or body
pending against the any Corporate Entity or, to the knowledge of the Company,
threatened against any Corporate Entity or affecting any Corporate Entity
wherein an unfavorable decision, ruling or finding would have a material adverse
effect on (i) the financial condition of any Corporate Entity or the
operation of the Development or Parking Facility; (ii) the transactions
contemplated in this Contract and in the Official Statement; (iii) the
legal capacity of or the existence or power of any Corporate Entity; or
(iv) the validity or enforceability of any provisions of the Bonds, or any
of the Transaction Documents to which any Corporate Entity is or is to be a
party.




F.Certificates.Any certificate
signed by the Company and delivered to the City or to the Underwriter shall be
deemed a representation and warranty by the Company to the City and the
Underwriter as to the statements made therein.




G.Governmental
Authorization.  Except for any approvals or consents required
for the offer and sale of the Bonds under any state “blue sky” laws, to the best
knowledge and belief of the Company based upon prudent and reasonable
investigation,





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all
approvals, consents, authorizations, certifications, and other orders of any
governmental authority, board, agency or commission having jurisdiction, and all
filings with such entities, which would constitute a condition precedent to or
which are required for the execution and delivery by the any Corporate Entity
of, or the performance by any Corporate Entity of, its obligations under the
Transaction Documents to which it is or is to be a party or the consummation of
the transactions contemplated in the Official Statement, have been duly obtained
and are in full force and effect, or will be obtained prior to Closing and will
be in full force and effect as of the Closing Date.




H.Non-Contravention.  The
execution, delivery and performance by each Corporate Entity of its obligations,
if any, under this Contract and/or Transaction Documents to which it is or is to
be a party or any other agreement, contract or instrument to which each
Corporate Entity is a party or by which it is or may be bound or to which the
Development or Parking Facility is or may be subject does not and will not, to
the best knowledge and belief of the Company, contravene or constitute a default
(with due notice or the passage of time or both) under any provision of any
applicable law or regulation or of any agreement, judgment, injunction, order or
decree binding upon each Corporate Entity, and will not materially adversely
affect the operations or financial condition of any Corporate Entity or any
Corporate Entity’s ability to operate the Development or Parking
Facility.




I.No Conflict.  The
execution and delivery by each Corporate Entity of the Transaction Documents to
which it is or is to be a party, and of the other documents contemplated herein
and in the Official Statement; the approval by the Company of the Official
Statement; the compliance by the Corporate Entities with the provisions of any
and all of the Transaction Documents and foregoing documents; and the
application of the proceeds of the Bonds for the purposes described in the
Official Statement, do not and will not conflict with or result in the material
breach of any of the terms, conditions or provisions of, or constitute a default
under, the Transaction Documents or any agreement, indenture, mortgage, lease or
instrument to which any Corporate Entity is a party or by which it or the
Development is or may be bound or affected, or, to the knowledge of the Company,
any existing law or court or administrative regulation, decree or order
applicable to it or the Development.




J.Execution and
Delivery.  On or before the Closing Date, each Corporate Entity
shall execute and deliver Transaction Documents to which it is or is to be a
party.  This Contract is and, when executed and delivered, and the
Transaction Documents will be, the legal, valid and binding obligations of the
Company or a Corporate Entity, as the case may be, enforceable in accordance
with their respective terms, subject to any applicable bankruptcy,
reorganization, insolvency, moratorium or other laws affecting the enforcement
of creditors’ rights from time to time in effect and subject to the availability
of equitable remedies, the exercise of judicial discretion in accordance with
general principles of equity, and to the qualification that enforcement of the
indemnification provisions of this Contract may be limited by federal or state
securities laws.





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K.No Default.  No
default or event of default on the part of the Corporate Entities has occurred
and is continuing, and, to the best of Company’s knowledge and belief, no event
has occurred and is continuing which with the lapse of time or the giving of
notice, or both, would constitute a default or an event of default on the part
of the Company under this Contract or the Corporate Entities under the
Transaction Documents or any other material agreement or material instrument to
which any Company Entity is a party or by which any Corporate Entity is or may
be bound, which would materially and adversely affect the Company’s ability to
perform its obligations under this Contract or any Corporate Entity under the
Transaction Documents.




L.Compliance with
Laws.  To the best knowledge and belief of the Company based
upon reasonable and prudent business practices, the Corporate Entities have
complied with all applicable federal, state and local law and regulations,
including applicable requirements of any agencies and instrumentalities, which
are necessary to operate the Development and the Parking Facility substantially
as they are currently proposed to be operated, and has obtained, to the extent
required to be obtained under applicable law, all permits, licenses,
certifications, accreditation and qualifications necessary to operate the
Development and the Parking Facility.




M.Use of Bond
Proceeds.  The Corporate Entities will not take or omit to take
any action which in any way will cause or result in the proceeds of the sale of
the Bonds being applied in a manner other than as provided in the Bond
Resolution and as described in the Official Statement.




N.Insurance.The Corporate
Entities have obtained and will have on the Closing Date, comprehensive
insurance policies, including fire, liability and extended coverage, on the
Development pursuant to the Minimum Assessment Agreement.




O.Financial
Condition.  The financial statements of the Corporate Entities
previously delivered to the Underwriter fairly present the financial condition
of the Corporate Entities as of the dates thereof and the balances and activity
for the periods set forth therein and, to the best knowledge of the Corporate
Entities, have been prepared in conformity with generally accepted accounting
principles applied on a consistent basis to the periods involved.




P.No Further
Encumbrances.  The only mortgages secured by the Development
Property are (i) the Mortgage to Wells Fargo Foothill, Inc., dated June 16,
2004, as amended by the First Amendment thereto dated November 14, 2004 and the
Second Amendment thereto dated July 15, 2005 and (ii) the Mortgage to U.S. Bank,
National Association, as Trustee, filed April 20, 2004, as amended by the First
Amendment thereto, filed December 22, 2006.





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6.Representations
and Warranties and Agreements of the Underwriter.




The
Underwriter agrees to make an offering of all the Bonds at not in excess of the
initial offering prices set forth on the cover page of the Official Statement,
reserving, however, the right to change such initial offering prices as the
Underwriter may deem necessary in connection with the marketing of the
Bonds.




7.Conditions
      of Closing.




The
Underwriter’s obligation to purchase the Bonds under this Contract is subject to
the performance by the City and the Company of their respective obligations
hereunder at and prior to the Closing Date, to the accuracy in all material
respects of the representations and warranties of the City and the Company
contained herein as of the Closing Date, and shall be subject to the
satisfaction of the following additional conditions:




A.Resolution in Effect and City in
Compliance Therewith.  At the time of the Closing (i) the
Bond Resolution shall be in full force and effect, and shall not have been
amended, modified or supplemented since the date hereof, except as may have been
agreed to in writing by the Underwriter, and the City shall have duly adopted
and there shall be in full force and effect such additional ordinances or
agreements as shall be, in the opinion of Ahlers & Cooney, P.C., Bond
Counsel, necessary in connection with the transactions contemplated hereby and
(ii) the City shall perform or has performed all of its obligations
required under or specified in this Contract with regard to the Bonds, the Bond
Resolution to be performed at, simultaneously with or prior to the
Closing.




B.Opinions of Bond Counsel.The
Underwriter shall have received unqualified approving and supplemental legal
opinions dated the Closing Date as to the Bonds, addressed to the Underwriter,
Company, and the City, from Ahlers & Cooney, P.C., Bond Counsel,
satisfactory to the Underwriter in its reasonable discretion, substantially in
the forms of Exhibit B-1 and Exhibit B-2 hereto.




C.Opinion of Underwriter’s
Counsel.  The Underwriter shall have received a favorable
opinion dated the Closing Date, addressed to the Underwriter, from Chapman and
Cutler LLP satisfactory to the Underwriter in its reasonable
discretion.




D.Opinion of Counsel to the
City.  The Underwriter shall have received a favorable opinion
dated the Closing Date, addressed to the Underwriter, Bond Counsel and the
Company, from Barry A. Lindahl, City Attorney, satisfactory to the Underwriter
in its reasonable discretion, substantially in the form of Exhibit C
hereto.




E.Opinion of Counsel to the Corporate
Entities.The Underwriter shall have received a favorable opinion dated
the Closing Date, addressed to the Underwriter, the City, and Bond Counsel from
Lane & Waterman LLP, counsel to the Corporate Entities, satisfactory to the
Underwriter in its reasonable discretion, substantially in the form of Exhibit D
hereto.





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F.Performance; No Default
Certificate.  The City and the Corporate Entities shall have
performed and complied with all agreements and conditions herein required to be
performed or complied with by them prior to or on the Closing Date, and the
Underwriter shall have received a certificate from each of the City and the
Company, satisfactory to the Underwriter in its sole and absolute discretion,
certifying that, at the time of the Closing, no event of default or default
shall have occurred and be continuing with respect to the Bonds or otherwise
under the Bond Resolution.




G.Transaction Documents; Bond
Proceeds; Bond Resolution.  At the Closing Date, (i) all
of the Transaction Documents shall be in form and substance satisfactory to the
Underwriter in its sole and absolute discretion; (ii) all of the
Transaction Documents shall be in full force and effect, shall have been duly
executed and copies delivered to the Underwriter by, and shall constitute valid
and binding agreements of, the parties thereto, shall not have been amended,
modified or supplemented except as may have been agreed to in writing by the
Underwriter and there shall be no defaults or events of default thereunder;
(iii) the proceeds of the sale of the Bonds shall be applied or deposited
for application as described in the Bond Resolution and the Official Statement;
and (iv) the City shall have duly adopted and there shall be in full force
and effect the Bond Resolution and such other resolutions or ordinances as, in
the opinion of Bond Counsel, shall be necessary in connection with the
transactions contemplated hereby.




H.City’s
Certificate.  The City shall have delivered to the Underwriter
a certificate dated the date of Closing, signed by an authorized officer of the
City in form and substance satisfactory to the Underwriter.




I.The Bonds.  The
Bonds shall have been duly authorized, executed, authenticated, delivered, and
the proceeds from the sale thereof applied, in accordance with the provisions of
the Bond Resolution.




J.Registrar and Paying Agent Agreement
and Certificate.  The Underwriter shall have received a
(i) copy of the agreement, if any, between the City and the Registrar and
Paying Agent regarding the Bonds and (ii) certificate of an authorized
officer of the Registrar and Paying Agent acceptable in form and substance to
the Underwriter and Bond Counsel.




K.Company’s
Certificate.  The Underwriter shall have received a certificate
of the Company in form and substance satisfactory to the
Underwriter.




L.Officers’
Certificates.  The Underwriter shall have received any and all
certificates required to be furnished by the provisions of the Bond Resolution,
and any Transaction Document to be obtained or furnished by the City at or prior
to Closing.




M.Specimen Bonds.The
Underwriter shall have received specimen Bonds.





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N.Certified Copies of Bond
Resolution.  The Underwriter shall have received certified
copies of the Bond Resolution.  The Bond Resolution shall include
authorization for execution and delivery of this Contract.




O.DTC Blanket Issuer Letter of
Representations.The Underwriter shall have received a copy of the
Depository Trust Company Blanket Issuer Letter of Representations executed on
behalf of the City, the original of which shall have been delivered to DTC at or
prior to the date of Closing.




P.Good Standing
Certificates.  The Underwriter shall have received good
standing certificates for each of the Corporate Entities from the Delaware
Secretary of State.




Q.Certificates of
Authority.  The Underwriter shall have received certificates of
authority for each of the Corporate Entities from the Iowa Secretary of
State.




R.Additional Opinions, Certificates,
etc.  The Underwriter shall have received such additional legal
opinions, certificates, proceedings, instruments and other documents as the
Underwriter or its counsel or Bond Counsel may deem reasonably
necessary.




All of
the opinions, letters, certificates, instruments and other documents mentioned
in this Contract shall be deemed to be in compliance with the provisions of this
Contract only if in the reasonable judgment of the Underwriter, they are
satisfactory in form and substance.




If there
shall be a failure to satisfy the conditions of the Underwriter’s obligations
set forth in this Section 7 or if the Underwriter’s obligations to purchase the
Bonds shall be terminated for any reason permitted by this Contract, this
Contract shall terminate, and the Underwriter, the Company and the City shall
not have any further obligations hereunder, except for the obligations set forth
in Sections 7 and 14 hereof which shall remain in full force and
effect.




8.Payment
      of Expenses.




The
Underwriter shall be under no obligation to pay any expenses incident to the
issuance of the Bonds other than expenses incurred by it in connection with the
offering and distribution of the Bonds.  All other fees, costs and
expenses associated with the issuance of the Bonds, including the fees and
expenses of Underwriter’s counsel, shall be payable from Bond
proceeds.




9.Notices.




Except as
otherwise provided in this Contract, whenever notice is required to be given
pursuant to the provisions of this Contract, such notice shall be in writing and
shall be mailed by first class mail postage prepaid addressed (A) if to the
Underwriter, at 300 E. 5th Avenue, Suite 200, Naperville, Illinois 60563,
Attention:  Thomas J. Gavin, Managing Director or
(B) if





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to the
City, at City Hall, 50 W. 13th Street, Dubuque, Iowa 52001, Attention: Mayor or
(C) if to the Company, at 400 E. 3rd Street, Dubuque, Iowa 52001,
Attention:  Natalie Schramm.




10.Law
      Governing.




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




11.Headings.




The
headings of the paragraphs and subparagraphs of this Contract are inserted for
convenience only and shall not be deemed to constitute a part of this
Contract.




12.Counterparts.




This
Contract may be signed in any number of counterparts, each of which shall be an
original, with the same effect as if the signatures thereto and hereto were upon
the same instrument.




13.Parties
      and Interests; Survival of
Representations.




This
Contract is made solely for the benefit of the City, the Company and the
Underwriter, including the successors and assigns of the Underwriter, and no
other person, partnership, association or corporation shall acquire or have any
rights hereunder or by virtue hereof.  All representations, warranties
and agreements by the City and the Company in this Contract shall remain
operative and in full force and effect regardless of any investigation made by
or on behalf of the parties hereto, and shall survive the delivery of and
payment for the Bonds and any termination of this Contract.  This
Section 13 and the obligations of the City, the Company and the Underwriter
under Section 14 shall survive any termination of this
Contract.




14.Indemnification.




A.The
City agrees to indemnify, defend and hold harmless the Underwriter, each
director, trustee, member, officer, partner or employee of the Underwriter and
each person, if any, who has the power, directly or indirectly, to direct or
cause the direction of the management and policies of the Underwriter, pursuant
to the Underwriter’s Bylaws, or who controls the Underwriter within the meaning
of Section 20 of the Exchange Act or Section 15 of the Securities Act,
from and against any and all losses, claims, damages, liabilities or expenses
whatsoever caused by any untrue or misleading, or allegedly untrue or
misleading, statement of a material fact contained in the City Information of
the Official Statement, or in any amendment or supplement thereto, or caused by
any omission or alleged omission to state therein a material fact necessary to
make the statements therein, in the light of the circumstances under which they
were made, not misleading; provided, however, the City
shall not be liable under this paragraph if the person asserting any such loss,
claim, damage, liability or expense purchased Bonds from the





--







Underwriter,
if delivery to such person of the Official Statement, or any amendment or
supplement thereto, would have been a valid defense to the action from which
such loss, claim, damage, liability or expense arose and if the Official
Statement, amendment of or supplement was not delivered to such person by or on
behalf of the Underwriter.




In case
any proceeding (including any governmental investigation) shall be instituted
involving any person in respect of which indemnity may be sought pursuant to the
preceding paragraph, such person (the “indemnified party”) shall
promptly notify the City in writing, and the City shall promptly assume the
defense thereof, including the employment of counsel chosen by the City and
approved by the Underwriter and shall pay the fees and disbursements of such
counsel related to such proceeding.  If any of the indemnified parties
is advised by counsel that there may be legal defenses available to such
indemnified party which are adverse to or in conflict with those available to
the City or another indemnified party, the City shall not have the right to
assume the defense of such indemnified party, but the City shall be responsible
for the fees and expenses of counsel retained by such indemnified party in
assuming its own defense, and provided also that if the
City shall have failed to assume the defense of such action or to retain counsel
satisfactory to the Underwriter within a reasonable time after notice of the
commencement of such action, the fees and expenses of counsel retained by the
indemnified parties shall be paid by the City.  Notwithstanding, and
in addition to, any of the foregoing, any one or more of the indemnified parties
shall have the right to retain its own counsel, but the fees and expenses of
such counsel shall be at the expense of such indemnified party unless the City
and the indemnified party shall have mutually agreed to the retention of such
counsel.  Such firm shall be designated in writing by the indemnified
party.  The City shall not be liable for any settlement of any
proceeding effected without its written consent, but, if settled with such
written consent of the City or if there shall be a final judgment for the
plaintiff, the City agrees to indemnify (to the extent required under this
Contract) the indemnified party from and against any loss, damage, cost, expense
or liability by reason of such settlement or judgment.




B.The
Company agrees to indemnify, defend and hold harmless the Underwriter, each
director, trustee, member, officer, partner or employee of the Underwriter and
each person, if any, who has the power, directly or indirectly, to direct or
cause the direction of the management and policies of the Underwriter, pursuant
to the Underwriter’s Bylaws, or who controls the Underwriter within the meaning
of Section 20 of the Exchange Act or Section 15 of the Securities Act,
from and against any and all losses, claims, damages, liabilities or expenses
whatsoever caused by any untrue or misleading, or allegedly untrue or
misleading, statement of a material fact contained in the Company Information of
the Official Statement, or in any amendment or supplement thereto, or caused by
any omission or alleged omission to state therein a material fact necessary to
make the statements therein, in the light of the circumstances under which they
were made, not misleading; provided, however, the
Company shall not be liable under this paragraph if the person asserting any
such loss, claim, damage, liability or expense purchased Bonds from the
Underwriter, if delivery to such person of the Official Statement, or any
amendment or supplement thereto, would have been a valid defense to the action
from which such loss, claim, damage, liability or expense arose and if the
Official Statement, amendment of or supplement was not delivered to such person
by or on behalf of the Underwriter.





--







In case
any proceeding (including any governmental investigation) shall be instituted
involving any person in respect of which indemnity may be sought pursuant to the
preceding paragraph, such person (the “indemnified party”) shall
promptly notify the Company, in writing, and the Company shall promptly assume
the defense thereof, including the employment of counsel chosen by the Company
and approved by the Underwriter and shall pay the fees and disbursements of such
counsel related to such proceeding.  If any of the indemnified parties
is advised by counsel that there may be legal defenses available to such
indemnified party which are adverse to or in conflict with those available to
the Company or another indemnified party, the Company shall not have the right
to assume the defense of such indemnified party, but the Company shall be
responsible for the fees and expenses of counsel retained by such indemnified
party in assuming its own defense, and provided also that if the
Company shall have failed to assume the defense of such action or to retain
counsel satisfactory to the Underwriter within a reasonable time after notice of
the commencement of such action, the fees and expenses of counsel retained by
the indemnified parties shall be paid by the
Company.  Notwithstanding, and in addition to, any of the foregoing,
any one or more of the indemnified parties shall have the right to retain its
own counsel, but the fees and expenses of such counsel shall be at the expense
of such indemnified party unless the Company and the indemnified party shall
have mutually agreed to the retention of such counsel.  Such firm
shall be designated in writing by the indemnified party.  The Company
shall not be liable for any settlement of any proceeding effected without its
written consent, but, if settled with such written consent of the Company or if
there shall be a final judgment for the plaintiff, the Company agrees to
indemnify (to the extent required under this Contract) the indemnified party
from and against any loss, damage, cost, expense or liability by reason of such
settlement or judgment.




C.The
Underwriter agrees to defend, indemnify and hold harmless the City and the
Company, each trustee, member, officer, agent and employee of the City or the
Company (collectively, called the “Section 14(C) Indemnified
Parties”), from and against any and all losses, claims, damages,
liabilities or expenses caused by any untrue statement or misleading statement
or alleged untrue statement or alleged misleading statement of a material fact
contained in the portion of the Official Statement captioned “Underwriting” or
caused by any omission or alleged omission to state therein a material fact
necessary to make the statements under the caption “Underwriting” in the light
of the circumstances under which they were made, not misleading.




In case
any claim shall be made or any action shall be brought against one or more of
the Section 14(C) Indemnified Parties desiring to seek indemnification
pursuant to this paragraph 14(C), the Section 14(C) Indemnified
Parties seeking indemnity shall promptly notify the Underwriter in writing, and
the Underwriter shall promptly assume the defense thereof, including the
employment of counsel chosen by the Underwriter and the payment of all expenses
and disbursements of such counsel related to such defense.  If any of
the Section 14(C) Indemnified Parties is advised by counsel that there may
be legal defenses available to it which are adverse to or in conflict with those
available to the Underwriter or any other, the Underwriter shall not have the
right to assume the defense of such Section 14(C) Indemnified Party but
shall be responsible for the fees and expenses of counsel retained by
such Section 14(C) Indemnified Party in assuming its own defense, and provided also that if the
Underwriter shall have failed to





--







assume
the defense of such action or to retain counsel satisfactory to the Underwriter
within a reasonable time after notice of the commencement of such action, the
fees and expenses of counsel retained by the Section 14(C) Indemnified
Parties shall be paid by the Underwriter.  Notwithstanding, and in
addition to, any of the foregoing, any one or more of the Section 14(C)
Indemnified Parties shall have the right to employ separate counsel in any such
action and to participate in the defense thereof, but the fees and expenses of
such counsel shall be at the expense of such Section 14(C) Indemnified
Party or Parties unless the employment of such counsel has been specifically
authorized, in writing, by the Underwriter, or unless such retention is
specifically authorized herein.  The Underwriter shall not be liable
for any settlement of any proceeding effected without their written consent,
but, if settled with such written consent of the Underwriter or if there shall
be a final judgment for the plaintiff, the Underwriter agrees to indemnify the
Section 14(C) Indemnified Parties from and against any loss, damage, cost,
expense or liability by reason of such settlement or judgment.




D.In
order to provide for just and equitable contribution in circumstances in which
the indemnification provided for in this Section 14 is for any reason held
to be unavailable to the Underwriter other than in accordance with its terms,
the Underwriter, the Company and the City shall contribute to the aggregated
losses, liabilities, claims, damages and expenses of the nature contemplated by
the indemnification provided for in this Section 14 incurred by the
Underwriter, the Company and the City in such proportion as is appropriate to
reflect the relative benefits received by such parties from the sale of the
Bonds or, if such allocation is not permitted by applicable law, in such
proportion as is appropriate to reflect not only the relative benefits but also
the relative fault of such party in connection with the statements or omissions
which resulted in such losses, liabilities, claims, damages or expenses as well
as any other relevant equitable considerations; provided, however,that no
person guilty of fraudulent misrepresentation shall be entitled to contribution
from any person who was not guilty of such fraudulent
misrepresentation.




15.Further
      Financial Reports.




The City
agrees to provide to the Underwriter upon written request, and agrees and
acknowledges that the Underwriter may provide to any owners or prospective
owners of the Bonds annual audited financial statements and auditor’s reports
thereon regarding the Revenue Fund.




16.Use
      of Official Statement.




A.The
City and the Company agree to deliver to the Underwriter, at such addresses as
the Underwriter shall specify, as many copies of the Official Statement, as
supplemented and amended, through twenty-five (25) days after the end of the
underwriting period (as defined in subparagraph C. of this Section 16), as
the Underwriter shall reasonably request as necessary to comply with
Paragraph (b)(4) of Rule 15c2-12, and with Rule G-32, Rule G-36 and all
other applicable rules of the Municipal Securities Rulemaking
Board.  The City and the Company agree to deliver such Official
Statements within seven (7) business days after the execution
hereof.





--







B.The
City and the Company hereby ratify and confirm their authorization and approval
of the Preliminary Official Statement and the distribution and use of the
Preliminary Official Statement, authorize and approve the Official Statement,
consent to the distribution and use of the Official Statement by the Underwriter
and authorize the execution of the Official Statement by the Mayor of the City
and the designated representative of the Company.




C.The
City and the Company agree to provide the Underwriter with information of which
they have knowledge from any source concerning developments that impact the
accuracy and completeness of any representations or statements contained in the
Official Statement until the earlier of (i) ninety (90) days from the end
of the underwriting period, as defined below, or (ii) the time when the
Official Statement is available to any person from a nationally recognized
municipal securities information repository (as defined in Rule 15c2-12), but in
no case less than twenty-five (25) days following the end of the underwriting
period, as defined below.  The City and the Company further agree that
they will cooperate with the Underwriter, to the extent permitted by applicable
law, in amending or supplementing the Official Statement if any such
information, in the reasonable judgment of the Underwriter, requires that the
Official Statement be amended or supplemented in fulfillment of the
Underwriter’s responsibility pursuant to Rule 15c2-12.  The end of the
underwriting period is the later of the delivery of the Bonds by the City to the
Underwriter or when the Underwriter no longer retains (directly or as a
syndicate member) an unsold balance of Bonds for sale to the
public.  The end of the underwriting period shall be deemed to occur
thirty (30) days after the Closing Date, unless the Underwriter notifies the
City and the Company in writing prior to such date, to the best of its
knowledge, that there exists an unsold balance of the Bonds, in which case the
end of the underwriting period shall be deemed to be extended for thirty (30)
days from the date the notice is received.  Such notice shall not
constitute a warranty or representation of the Underwriter as to the accuracy or
completeness of any Underwriter’s response or lack of response to the
Underwriter’s request of each other Underwriter that it notify the Underwriter
whether an Underwriter retains, directly or as a syndicate member, an unsold
balance of Bonds for sale to the public.  The deemed end of the
underwriting period shall be extended for additional periods of thirty (30) days
each upon receipt of an additional written notification from the Underwriter
that, to the best of its knowledge, there exists an unsold balance of
Bonds.




17.Amendment
      or Assignment.




This
Contract may not be amended except through the written consent of all of the
parties hereto and is not assignable.




18.Severability.




If any
provision of this Contract shall be held or deemed to be or shall, in fact, be
inoperative or unenforceable as applied in any particular case in any
jurisdiction or jurisdictions, or in all cases because it conflicts with any
other provision or provisions or any constitution or statute or rule of public
policy, or for any other reason, such circumstances shall not have the effect of
rendering the provision in question inoperative or unenforceable in any other
case or circumstance, or of rendering any other provision or provisions herein
contained invalid,





--







inoperative,
or unenforceable to any extent whatever.  The invalidity of any one or
more phrases, sentences, clauses or sections in this Contract shall not affect
the validity of the remaining portions of this Contract, or any part
hereof.









[Signature
Page to Follow]





--








Very
      truly yours,




Robert
      W. Baird & Co.




By:




Its:




Accepted
and agreed to by the undersigned as of the date first above
written.




City
      of Dubuque, Iowa




By:




Its:  Mayor




Diamond
      Jo, LLC




By:




Name:




Its:











Exhibit
A





Maturities,
Amounts, Interest Rates and Yields





Urban
Renewal Tax Increment Revenue Bonds, Taxable Series 2007








Maturity
              (June
      1)
            Amount
            Interest
      Rate
            Yield2011
            $   285,000
            7.50%
            7.50%2012
            305,000
            7.50%
            7.50%2013
            330,000
            7.50%
            7.50%2014
            355,000
            7.50%
            7.50%2015
            380,000
            7.50%
            7.50%2016
            410,000
            7.50%
            7.50%2017
            440,000
            7.50%
            7.50%2018
            475,000
            7.50%
            7.50%2019
            510,000
            7.50%
            7.50%2020
            550,000
            7.50%
            7.50%2021
            590,000
            7.50%
            7.50%2022
            635,000
            7.50%
            7.50%2023
            680,000
            7.50%
            7.50%2024
            730,000
            7.50%
            7.50%2025
            785,000
            7.50%
            7.50%2026
            845,000
            7.50%
            7.50%2027
            910,000
            7.50%
            7.50%2028
            975,000
            7.50%
            7.50%2029
            1,050,000
            7.50%
            7.50%2030
            1,130,000
            7.50%
            7.50%2031
            1,215,000
            7.50%
            7.50%2032
            1,305,000
            7.50%
            7.50%2033
            1,400,000
            7.50%
            7.50%2034
            1,505,000
            7.50%
            7.50%2035
            1,620,000
            7.50%
            7.50%2036
            1,740,000
            7.50%
            7.50%2037
            1,870,000
            7.50%
            7.50%



















Exhibit
B-1




[Form of
Opinion of Bond Counsel]









See
Appendix A to the Official Statement
















Exhibit
B-2




[Form of
Supplemental Opinion of Bond Counsel]




1.The
Bonds are not subject to the registration requirements of the Securities Act of
1933, as amended, and the Bond Resolution is exempt from qualification pursuant
to the Trust Indenture Act of 1939, as amended.




2.We have
not been engaged nor have we undertaken to review or verify the accuracy,
completeness or sufficiency of the Official Statement or other offering material
relating to the Bonds, except that in our capacity as Bond Counsel in connection
with the issuance of the Bonds we have reviewed the information contained in the
Official Statement under the captions “Introductory Statement,” “The Development
and the Development Agreement,” “The Parking Facility,” “The Bonds,” “Sources
and Uses,” “Security for the Bonds and Source of Payment,” “The Bond
Resolution,” “The Minimum Assessment Agreement,” “The Guaranty” and “Continuing
Disclosure” solely to determine whether such information and summaries conform
to the Bonds, the Bond Resolution and the respective Transaction
Document.  The summary descriptions in the Official Statement under
such captions, as of the date of the Official Statement and as of the date
hereof, insofar as such descriptions purport to describe or summarize certain
provisions of the Bonds, the Bond Resolution and the respective Transaction
Document, are accurate summaries of such provisions in all material
respects.  In addition, the information in the Official Statement
under the captions “Federal Tax Matters” and “Iowa State Tax Exemption”
purporting to describe or summarize our opinions concerning certain federal and
state tax matters relating to the Bonds have been reviewed by us and are
accurate summaries in all material respects.  Except as specifically
described in this paragraph, we express no opinion with respect to and have not
undertaken to determine independently the accuracy, fairness or completeness of
any statements contained or incorporated by reference in the Official
Statement.




3.The
Transaction Documents to which the City is a party have been duly authorized by
all necessary action on the part of the City, have been duly executed and
delivered by authorized officers of the City and constitute legal, valid and
binding obligations of the City enforceable against the City in accordance with
their respective terms.




4.The
City is a body politic and corporate constituting a public instrumentality and
political subdivision, duly created, organized and existing under the laws and
the Constitution of the State of Iowa and has full legal right, power and
authority to adopt the Bond Resolution, and to enter into, execute and deliver
the Transaction Documents to which the City is a party, to consummate all
transactions contemplated thereby, and to issue and sell the Bonds for the
purposes described in the Bond Resolution and the Official
Statement.




5.Each of
the members or officers of the City executing the Transaction Documents to which
the City is a party and other closing documents executed in connection with the
delivery of the Bonds has been authorized to do so.













6.The
Bonds have been duly authorized by all necessary action on the part of the City
and have been duly executed by authorized officers of the City; the Bonds, when
authenticated by the Registrar, and paid for as provided by the Bond Resolution,
will have been validly issued by the City and will constitute the legal, valid
and binding obligations of the City enforceable against the City in accordance
with their terms.




7.No
additional approval, permit, consent, authorization or order from any court of
any governmental or public agency, authority or person not already obtained is
required with the authorization, issuance and sale to the Underwriter of the
Bonds pursuant to the Bond Purchase Contract or for the adoption or
effectiveness of the Bond Resolution.




8.As of
the date of this opinion, the adoption of the Bond Resolution, the execution of
and delivery by the City of the Bonds and compliance by the City with the
provisions, thereof under the circumstances contemplated thereby, do not and
will not violate any applicable judgment, order or regulations or any court or
of any public or governmental agency or authority, and will not conflict with,
or result in a breach of any of the terms and provisions of, or constitute a
default under, any existing laws, court or administrative regulation, decree,
order, or any agreement, resolution, ordinance, mortgage, lease or other
instrument to which the City is subject or by which it is or may be
bound.








B-2-





Exhibit
C




[Form of
City Counsel Opinion]




1.The
Bond Resolution was duly authorized and adopted by the City and is in full force
and effect, and has not been amended, modified, revoked, repealed or
supplemented since the date thereof.  The Project Area has been
validly designated as a Project Area pursuant to the Urban Renewal Law,
Chapter 403 of the Code of Iowa, 2007, as amended (the “Act”) and a tax increment
ordinance has been validly adopted therefor pursuant to the Act.  All
of the above were adopted in accordance with the procedural rules of the City
Council, the Act and any applicable open meeting laws of the State of
Iowa.




2.The
execution and delivery by the City and the use by the Underwriter of the
Official Statement in connection with the offer and sale of the Bonds have been
duly authorized and ratified by all necessary action on the part of the City and
to the best of my knowledge and belief, the information contained in the
Official Statement as of the date hereof under the captions “The City,” “The
Development and the Development Agreement,” “The Parking Facility,” “The
Property Tax Collection Process,” “No Litigation” and “Authorization”
(i) is true and correct in all material respects and (ii) does not
contain any untrue statement of a material fact or omit to state any material
fact that is necessary to be stated therein in order to make the statements
therein, in light of the circumstances in which they were made, not misleading.
The City has duly authorized the use and distribution by the Underwriter of the
Bond Resolution, the Transaction Documents to which it is a party and the
Official Statement, including any amendments or supplements thereto as permitted
by the Bond Purchase Contract as any authorized officer of the City may
approve.  No event affecting the City has occurred which should be
disclosed in the Official Statement for the purposes thereof or that is
necessary to disclose therein to make the statements and information therein not
misleading in any material respect as of the date hereof.




3.After
due inquiry of appropriate City officials and agents and to the best of my
knowledge and belief, there is no action, suit, proceeding or investigation, at
law or in equity, before or by any court or any governmental agency or public
board or body, pending against the City or, to my knowledge, threatened against
the City or, to restrain or enjoin, or threatening or seeking to restrain or
enjoin, the issuance, sale or delivery of the Bonds or the collection of
revenues pledged or to be pledged to pay the principal thereof and premium, if
any, and interest thereon, or in any way contesting or affecting the validity of
the Bonds, or in any questioning or affecting (i) the proceedings related to the
Project Area, (ii) the proceedings under which the Bonds are to be issued, (iii)
the validity or enforceability of any provision of the Bonds, the Bond
Resolution or Transaction  Documents to which the City is a party,
(iv) the authority of the City to impose or collect the Development Tax
Increments or other funds pledged to the payment of the Bonds, or (v) the legal
existence of the City, the right of its officers to their offices, the City’s
authority to perform its obligations pursuant to the Bond Resolution or with
respect to the Bonds, or to consummate any of the transactions to which it is or
is to be a party as contemplated by the Bond Purchase Contract, the Bond
Resolution or any of the Transaction Documents to which the City is or is to be
a party.













4.There
is no lien or encumbrance on the Development Tax Increments or the other funds
pledged to the payment of the Bonds that is senior to, or on a parity with, the
claims of the holders of the Bonds; there is to my knowledge no existing,
pending, threatened, or anticipated event or circumstance which might give rise
to any lien or encumbrance on the Development Tax Increments or the other funds
pledged to the payment of the Bonds which would be senior to or on a parity
with, the claims of the holders of the Bonds.




5.Upon
due inquiry of City officials and agents, to the best of my knowledge and
belief, there is no action, suit, proceeding or investigation at law or in
equity before or by any court, governmental agency or public board or body,
pending or threatened against or affecting the City wherein an unfavorable
decision, ruling or finding would in my judgment in any way materially and
adversely affect the transactions described in or contemplated by the Bond
Resolution or the Bond Purchase Contract, or the validity or enforceability of
the Bond Purchase Contract or the Transaction Documents to which the City is or
is to be a party or the Bonds.




6.To the
best of my knowledge and belief, no member of the City Council, owns or controls
an interest, direct or indirect, in the Development Property.








C-





Exhibit
D




[Form of
Company Counsel Opinion]




1.The
Company is duly organized, validly existing and in good standing as a limited
liability company under the laws of the State of Delaware, is a foreign limited
liability company duly authorized to transact business in the State of
Iowa.  The Company has full legal right, power and authority under all
applicable provisions of law, and its articles of organization and operating
agreement to enter into, execute, deliver and perform its obligations under the
Transaction Documents to which it is a party and to perform such other acts and
things as provided for in each such Transaction Documents in order to consummate
all transactions contemplated thereby.




2.The
Parent is duly organized, validly existing and in good standing as a limited
liability company under the laws of the State of Delaware, is a foreign limited
liability company duly authorized to transact business in the State of
Iowa.  The Parent has full legal right, power and authority under all
applicable provisions of law, and its articles of organization and operating
agreement to enter into, execute, deliver and perform its obligations under the
Transaction Documents to which it is a party and to perform such other acts and
things as provided for in each such Transaction Documents in order to consummate
all transactions contemplated thereby.




3.The
execution, delivery and performance by the Company or the Parent of its
obligations, if any, under the Bond Purchase Contract, and the Transaction
Documents to which it is a party or any other agreement, contract or instrument
to which the Company or the Parent is a party or by which it is or may be bound
or to which the Development or Parking Facility is or may be subject does not
and will not contravene or constitute a default (with due notice or the passage
of time or both) under any provision of any applicable law or regulation or of
any agreement, judgment, injunction, order or decree binding upon the Company or
the Parent, and will not materially adversely affect the operations or financial
condition of the Company or the Parent or the Company’s or the Parent’s ability
to operate the Development or Parking Facility.




4.The
Bond Purchase Contract and the Transaction Documents to which the Company or
Parent is a party have been validly executed and delivered by the Company, and
constitute the legal, valid and binding obligations of the Company or Parent,
respectively, enforceable in accordance with their respective terms subject to
any applicable bankruptcy, reorganization, insolvency, moratorium or other
similar laws affecting the enforcement of creditors’ rights generally, and to
the availability of equitable remedies and the application of equitable
principles.




5.The
execution, delivery and performance by the Corporate Entities of their
obligations under the Transaction Documents to which they are a party have been
duly approved and authorized by all necessary action by or on behalf of each of
the Corporate Entities and constitute the legal, valid and binding obligations
of the Corporate Entities enforceable in accordance with their respective terms
subject to any applicable bankruptcy, reorganization, insolvency, moratorium or
other similar laws affecting the enforcement of creditors’ rights generally, and
to the availability of equitable remedies and the application of equitable
principles. No default or event of default has occurred and is continuing which
with the lapse of time or the giving of notice, or both, would constitute a
default or an event of default under the Transaction Documents.




6.To the
best of our knowledge, there is no action, suit, proceeding, inquiry or
investigation at law or in equity before or by any court or, to our knowledge,
any governmental agency or public board or body, pending or threatened, (i)
seeking to restrain or enjoin the performance by the Company of its obligations
under the Development Agreement or any other Transaction Document to which the
Company or Parent is or is to be a party, or (ii) against the Company or the
Parent or, to our knowledge, threatened against the Company or the Parent or
affecting the Company or Parent wherein an unfavorable decision, ruling or
finding would have a material adverse effect on (a) the financial condition of
the Company or the Parent or the operation of the Development or Parking
Facility; (b) the transactions contemplated in the Development Agreement, the
Bond Purchase Contract and in the Official Statement; (c) the existence or legal
capacity of the Company or the Parent; or (d) the validity or enforceability of
any provisions of the Bonds or any of the Transaction Documents to which the
Company or Parent is or is to be a party.




7.Except
for any approvals or consents required for the offer and sale of the Bonds under
any state “blue sky” laws, to the best of counsel’s knowledge, all approvals,
consents, authorizations, certifications, and other orders of any governmental
authority, board, agency or commission having jurisdiction, and all filings with
such entities, which would constitute a condition precedent to or which are
required for the execution and delivery by the Company or the Parent of, or the
performance by the Company or the Parent of, its obligations under the
Transaction Documents to which it is a party or the consummation of the
transactions contemplated in the Official Statement, have been duly obtained and
are in full force and effect.




8.The
execution and delivery by the Company and Parent of the Transaction Documents to
which the Company and Parent is or is to be a party, and of the other documents
contemplated in the Bond Purchase Contract and in the Official Statement; the
approval by the Company of the Official Statement; the compliance by the Company
or the Parent with the provisions of any and all of the Transaction Documents
and foregoing documents; and the application of the proceeds of the Bonds for
the purposes described in the Official Statement, do not and will not conflict
with or result in the material breach of any of the terms, conditions or
provisions of, or constitute a default under, the Transaction Documents, or any
agreement, indenture, resolution, mortgage, lease or instrument to which Company
or the Parent is a party or by which it or the Development is or may be bound or
affected, or, to the best of our knowledge, any existing law or court or
administrative regulation, decree or order applicable to it or the
Development.




9.To the
best of our knowledge, the Company and the Parent have obtained, to the extent
required to be obtained under applicable law, all permits, licenses,
certifications, accreditation and qualifications as are customarily obtained
during and for purposes of the construction of the Development or operation of
the Parking Facility to date.




10.To the
best of our knowledge, based on our examination of various documents and
participation in conferences with the City, the Company, the Underwriter and
their respective representatives at which times the contents of the Official
Statement and related matters were discussed, the descriptions and information
contained in the Official Statement as of the date hereof under the captions
“The Development and the Development Agreement,” “Racing and Gaming in Dubuque
County, Iowa,” “Racing and Gaming in Iowa,” “Risk Factors,” “The Company and the
Parent,” “The Minimum Assessment Agreement,” “The Guaranty,” “Continuing
Disclosure” and “Authorization” (i) are true and correct in all material
respects and (ii) do not contain any untrue statements of a material fact
or omit to state any material fact that is necessary to be stated therein in
order to make the statements therein, in light of the circumstances in which
they were made, not misleading.  The Company has duly authorized the
use and distribution by the Underwriter of the Transaction Documents to which it
is a party and the Official Statement, including any amendments or supplements
thereto as permitted by the Bond Purchase Contract as any authorized officer of
the Company may approve.  No event affecting the Company or the Parent
has occurred which should be disclosed in the Official Statement for the
purposes thereof or that is necessary to disclose therein to make the statements
and information therein not misleading in any material respect as of the date
hereof.