**Exhibit 10.60**

**PENINSULA GAMING, LLC**

**DIAMOND JO, LLC**

**PENINSULAGAMING CORP.**

**$12,000,000 8****3/****4% Senior SecuredNotes due 2012**

**$10,000,0008****3/****4% Senior SecuredNotes due 2012**

**PURCHASEAGREEMENT**

December 22, 2006

JEFFERIES & COMPANY, INC.

11100 Santa Monica Boulevard

10th Floor

Los Angeles, California90025

Ladies and Gentlemen:

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

**I.* Issuance of Securities.***The Issuers propose to issue and sell to Jefferies & Company, Inc. (the"**Purchaser**"), and the Purchaserproposes to purchase, $12,000,000 aggregate principal amount of the Issuers' 8 3/4% Senior Secured Notes due 2012, Series A(together with the Guarantees (as defined below) endorsed thereon, the "**Tranche 1 Notes**"). The Issuers also propose to issueand sell to the Purchaser, and the Purchaser proposes to purchase $10,000,000aggregate principal amount of the Issuers' 8 3/4%Senior Secured Notes due 2012, Series A (together with the Guarantees endorsedthereon, the "**Tranche 2 Notes**"and, together with the Tranche 1 Notes, the "**New Notes**").

The New Notes will beissued pursuant to an indenture, dated as of April 16, 2004, by and among theIssuers, the "Subsidiary Guarantors" (as defined in the indenture)and U.S. Bank National Association, as trustee (the "**Trustee**"),as supplemented and amended (the "**Indenture**").Pursuant to the Indenture and a Purchase Agreement, dated as of March 25, 2004,by and among the Issuers, the Subsidiary Guarantors and the Purchaser (the"**Note Purchase Agreement**"), theIssuers issued on April 16, 2004, $233,000,000 aggregate principal amount atmaturity of 8 3/4% Senior Secured Notes due2012, Series A (the "**Original Notes**",and together with the New Notes, the "**Notes**").

Pursuant to theIndenture, each of the Subsidiary Guarantors and any future subsidiaryguarantor which becomes a party to the Indenture will, jointly and severally,fully and unconditionally guarantee, on a senior secured basis, to each holderof New Notes and the Trustee, the payment and performance of the Issuers'obligations under the Indenture, the New Notes and the Security Documents (asdefined below), including the payment of principal, interest and premium, ifany, and, if applicable, Liquidated Damages (as defined in the Indenture) onthe New Notes (the "**Guarantees**").

 

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Pursuant to theterns of the Security Documents, all of the respective obligations of theIssuers and the Subsidiary Guarantors under the Indenture, the New Notes andthe Guarantees will be secured by security interests in, or pledges of (the"**Security Interests**"), the samecollateral securing the Original Notes (the "**Collateral**").

In connection with theissuance of the New Notes, DJL and The Old Evangeline Downs, L.L.C. ("**OED**") have entered into a Fourth Amendment, dated as ofDecember 22, 2006 (the "**Credit Agreement Amendment**"),to that certain Loan and Security Agreement, dated as of June 16, 2004, by andamong DJL, OED, the lenders that are signatories thereto and Wells FargoFoothill, Inc., as the Arranger and Agent, as amended by a First Amendment,dated November 10, 2004, a Second Amendment dated as of July 12, 2005, and aThird Amendment, dated as of December 6, 2006.

The New Notes will beoffered and sold to the Purchaser pursuant to an exemption from theregistration requirements under the Securities Act of 1933, as amended (the"**Act**").

Upon original issuancethereof, and until such time as the same is no longer required under theIndenture or the applicable requirements of the Act, the New Notes shall bearthe following legend:

"THISSECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED(THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. NEITHER THIS SECURITYNOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED,TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OFSUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO,REGISTRATION.

THEHOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OROTHERWISE TRANSFER THIS SECURITY, PRIOR TO THE DATE WHICH IS TWO YEARS (OR SUCHOTHER PERIOD THAT MAY HEREAFTER BE PROVIDED UNDER RULE 144(k) UNDER THESECURITIES ACT AS PERMITTING RESALES OF RESTRICTED SECURITIES BY NON-AFFILIATESWITHOUT RESTRICTION) AFTER THE LATER OF THE ORIGINAL ISSUE DATE THEREOF AND THELAST DATE ON WHICH THE ISSUERS OR ANY AFFILIATE OF THE ISSUERS WAS THE OWNER OFTHIS SECURITY (OR ANY PREDECESSOR OF THIS SECURITY) (THE "RESALERESTRICTION TERMINATION DATE") ONLY (A) TO THE ISSUERS, (B) PURSUANT TO AREGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIESACT, (C) FOR SO LONG AS THIS SECURITY IS ELIGIBLE FOR RESALE PURSUANT TO RULE144A UNDER THE SECURITIES ACT, TO A PERSON IT REASONABLY BELIEVES IS A"QUALIFIED) INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THESECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF AQUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER ISBEING MADE IN RELIANCE ON RULE 144A UNDER THE SECURITIES ACT, (D) PURSUANT TOOFFERS AND SALES TO NON-U.S. PURCHASERS THAT OCCUR OUTSIDE THE UNITED STATES INACCORDANCE WITH REGULATIONS UNDER THE SECURITIES ACT, (E) TO AN INSTITUTIONAL"ACCREDITED INVESTOR" WITHIN THE MEANING OF

 

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SUBPARAGRAPH(a) (1), (2), (3) OR (7) OF RULE 501 UNDER THE SECURITIES ACT THAT IS ACQUIRINGTHIS SECURITY FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL"ACCREDITED INVESTOR," FOR INVESTMENT PURPOSES AND NOT WITH A VIEWTO, OR FOR OFFER OR SALE IN CONNECTION WITH, ANY DISTRIBUTION IN VIOLATION OFTHE SECURITIES ACT OR (F) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THEREGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE ISSUERS' ANDTHE TRUSTEE'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TOCLAUSE (D), (E) OR (F) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL,CERTIFICATIONS AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND INEACH OF THE FOREGOING CASES, A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ONTHIS SECURITY IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE ANDIN EACH CASE IN ACCORDANCE WITH APPLICABLE SECURITIES LAWS OF ANY U.S. STATE ORANY OTHER APPLICABLE JURISDICTION."

**2.  *Agreements to Sell andPurchase; Delivery and Payment***. On the basis ofthe representations, warranties and agreements contained herein, and subject tothe terms and conditions hereof, the Issuers shall issue and sell to thePurchaser, and the Purchaser agrees to purchase from the Issuers, $12,000,000aggregate principal amount at maturity of Tranche I Notes and, following theissuance, sale and purchase of the Tranche 1 Notes, $10,000,000 aggregateprincipal amount at maturity of Tranche 2 Notes. The purchase price for theTranche 1 Notes and the Tranche 2 Notes shall be 99.0% of the principal amountat maturity thereof (the "**Purchase Price**").

In connection with theissuance of the Original Notes, the Issuers and the Subsidiary Guarantors enteredinto certain security and pledge agreements, mortgages and certain othercollateral documents (collectively, the "**OriginalSecurity Documents**"), that provided for the grant of theSecurity Interests in the Collateral to U.S, Bank National Association, ascollateral agent for the Trustee and the holders of the Notes (in suchcapacity, the "**Secured Party**").On the Closing Date, in connection with the issuance of the New Notes, theIssuers and the Subsidiary Guarantors will enter into certain amendments to themortgages and certain other documents (each as may be amended from time totime, collectively, the "**New Security Documents**")to reflect the issuance of the New Notes. The Original Security Documents, asamended and supplemented by the New Security Documents, are collectivelyreferred to herein as the "**Security Documents**."The Security Interests secure the payment and performance when due of all ofthe respective obligations of the Issuers and the Guarantors under theIndenture, the Notes and the Guarantees.

The following documentsare referred to herein as the "**New Note Documents**":(i) this Agreement, (ii) the New Notes (including the Guarantees), (iii) theNew Security Documents and (iv) the Credit Agreement Amendment. The followingdocuments are referred to herein as the "**OriginalNote Documents**": (i) the Original Notes (including theGuarantees), (ii) the Indenture and (iii) the Original Security Documents. TheNew Note Documents, together with the Original Note Documents and the SecurityDocuments, are referred to herein as the "**NoteDocuments.**" The Company is party to a senior secured creditfacility (the "**Senior Credit Facility**"),and in connection with the Senior Credit Facility, the Trustee, as SecuredParty, and the lenders thereunder or their agent entered into (and the Issuersacknowledged) an intercreditor agreement substantially in the form attached asan exhibit to the Indenture

 

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(the "**Intercreditor Agreement**"). The transactionscontemplated by the Note Documents, including, without limitation, the issuanceand sale of the New Notes in accordance with this Agreement, collectively arereferred to herein as the "**Transactions**."

Delivery to the Purchaserof and payment for the Tranche 1 Notes shall be made at 9:00 a.m., New YorkCity time, on December 22, 2006 (the "**Closing Date**"),and, following the issuance, sale and purchase of the Tranche I Notes, deliveryto the Purchaser of and payment for the Tranche 2 Notes shall be made at 10:00a.m., New York City time, on the Closing Date, in each case at the offices ofMayer, Brown, Rowe & Maw, LLP, 1675 Broadway, New York, New York 10019. TheClosing Date and the location of delivery of and the form of payment for theNew Notes may be varied by agreement between the Purchaser and the Issuers.

On the Closing Date, the Issuersshall deliver to the Purchaser a certificate representing the Tranche 1 Notesand a certificate representing the Tranche 2 Notes, each registered in the nameof the Purchaser, in an amount corresponding to the aggregate principal amountof each of the Tranche 1 Notes and the Tranche 2 Notes, against payment by thePurchaser of the Purchase Price therefor by immediately available Federal fundsbank wire transfer to such bank account as the Issuers shall designate to thePurchaser.

On the Closing Date, inconnection with the Tranche 1 Notes, the Purchaser will pay to the Issuers, byimmediately available Federal funds bank wire transfer to such bank account asthe Issuers shall designate to the Purchaser, $192,500.00, representing theamount of the interest payment to be made with respect to the Tranche 1 Notesby the Issuers on April 15, 2007 (the first interest payment date on the NewNotes pursuant to the Indenture) less the amount of interest accruing from thedate hereof to April 15, 2007 (the "**Tranche 1 Interest Set-offAmount**"). On the Closing Date, in connection with the Tranche 2Notes, the Purchaser will pay to the Issuers, by immediately available Federalfunds bank wire transfer to such bank account as the Issuers shall designate tothe Purchaser, $160,416.67, representing the amount of the interest payment tobe made with respect to the Tranche 2 Notes by the Issuers on April 15, 2007(the first interest payment date on the New Notes pursuant to the Indenture)less the amount of interest accruing from the date hereof to April 15, 2007(the "**Tranche 2 Interest Set-off Amount**").As used in this Agreement, the term "Purchase Price" shall notinclude the Tranche 1 Interest Set-off Amount of the Tranche 2 Interest Set-offAmount.

**3.  *Agreements of the Issuerand the Subsidiary Guarantors***. Each of the Issuersand the Subsidiary Guarantors, jointly and severally, hereby agrees:

(a)  *Certain Events*.To (i) advise the Purchaser promptly after obtaining knowledge (and, ifrequested by the Purchaser, confirm such advice in writing) of the issuance byany state securities commission of any stop order suspending the qualificationor exemption from qualification of any of the New Notes for offer or sale inany jurisdiction, or the initiation of any proceeding for such purpose by anystate securities commission or other regulatory authority, (ii) use itsreasonable best efforts to prevent the issuance of any stop order or ordersuspending the qualification or exemption from qualification of any of the NewNotes under any state securities or Blue Sky laws, and (iii) if at any time anystate securities commission or other regulatory authority shall issue an ordersuspending the qualification or exemption from qualification of any

 

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of the New Notes under any such laws, use its reasonable best effortsto obtain the withdrawal or lifting of such order at the earliest practicabletime.

(b)  *Costs and Expenses*.Whether or not the offer and sale of New Notes contemplated hereby isconsummated or this Agreement is terminated, to pay (i) all costs, expenses,fees and taxes incident to and in connection with the performance of theobligations of the Issuers and the Subsidiary Guarantors under this Agreement,including the preparation, issuance and delivery of the New Notes, includingthe fees and expenses of the Trustee and the Secured Party (including fees andexpenses of their respective counsel) and the cost of their respectivepersonnel, and all costs and expenses related to the delivery of the New Notesto the Purchaser, including any transfer or other taxes payable thereon; (ii)all fees and expenses of the counsel and accountants of the Issuers and theirrespective direct and indirect parents and subsidiaries; (iii) the costs andcharges of any transfer agent, registrar and or depositary (including DTC),(iv) all costs and expenses in connection with the continuation of theperfection, priority, effectiveness and enforceability of the SecurityInterests; and (v) all fees and expenses (including reasonable fees and expensesof counsel) incurred by the Purchaser in connection with the preparation,negotiation and execution, as applicable, of the New Note Documents and anyother agreements or documents in connection with the Transactions and theconsummation of the Transactions.

(c)  *Waiver of Certain Laws*.To the extent it may lawfully do so, not to insist upon, plead, or in anymanner whatsoever claim or take the benefit or advantage of, any stay,extension usury or other law, wherever enacted, now or at any time hereafter inforce, that would prohibit or forgive the payment of all or any portion of theprincipal of or interest on the New Notes, or that may affect the covenants orthe performance of the Indenture or any of the Security Documents (and, to theextent it may lawfully do so, each Issuer and each Subsidiary Guarantor herebyexpressly waives all benefit or advantage of any such law, and covenants thatit shall not, by resort to any such law, hinder, delay or impede the executionof any power granted to the Trustee in the Indenture or to the Secured Party inthe Security Documents but shall suffer and permit the execution of every suchpower as though no such law had been enacted),

(d)  *Security Interests*.To do and perform all things required to be done and performed under theSecurity Documents prior to, on and after the Closing Date, including, withoutlimitation, all things that are required to be done and performed under theSecurity Documents that are necessary or reasonably advisable to continue theperfection, priority, effectiveness and enforceability of the SecurityInterests.

(e)  *Integration*.Not to, and to ensure that no affiliate (as defined in Rule 501(b) under theAct) of any of the Issuers or the Subsidiary Guarantors will, sell, offer forsale or solicit offers to buy or otherwise negotiate in respect of any"security" (as defined in the Act) that would be integrated with thesale of the New Notes in a manner that would require the registration under theAct of the sale to the Purchaser.

(f)  *Rule 144A Information*.For so long as any of the Notes remain outstanding, during any period in whichany of the Issuers is not subject to Section 13 or 15(d) of the SecuritiesExchange Act of 1934, as amended (the "**Exchange Act**"),to make available, upon

 

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request,to any holder of the New Notes in connection with any sale thereof and anyprospective Eligible Purchaser (as defined below) of such New Notes from suchholder, the information required by Rule 144A(d)(4) under the Act. "**Eligible Purchaser**" for purposes of this Agreementshall mean any of the following: (i) persons whom the Purchaser reasonablybelieves to be "qualified institutional buyers," as defined in Rule144A under the Act ("**QIBs**"),(ii) non-U.S. persons to which New Notes are sold in reliance upon Regulation Sunder the Act ("**Regulation S Purchasers**"),and (iii) a limited number of institutional "accredited investors,"as defined in Rule 501(a)(1), (2), (3) or (7) under the Act that make certainrepresentations and warranties to the Purchaser.

(g)  *DTC.* To complywith the representation letter of the Issuers to DTC relating to the approvalof the Notes by DTC for "book entry" transfer,

(h)  *No Selling Efforts orGeneral Solicitation*. Not to, and not to authorize or permit anyperson acting on its behalf to, (i) distribute any offering material inconnection with the offer and sale of the New Notes in violation of the Act or(ii) solicit any offer to buy or offer to sell the New Notes by means of anyform of general solicitation or general advertising (including, withoutlimitation, as such terms are used in Regulation D under the Act) or in anymanner involving a public offering within the meaning of Section 4(2) of theAct.

(i)  *Performance of thisAgreement*. To do and perform in all material respects all thingsrequired or necessary to be done and performed on its part under this Agreementon or prior to the Closing Date and to satisfy in all material respects allconditions precedent to the delivery of the New Notes.

(j)  *Further Assurances*.Following the Closing Date, the Issuers and the Subsidiary Guarantors shallcooperate with the Purchaser and shall take such actions as are reasonablyrequested by the Purchaser to permit the Purchaser to offer, market and sellthe New Notes to Eligible Purchasers (the "**Resale**"),including, without limitation, (i) providing the Purchaser and its advisorswith such documents, information and access to properties and employees as isreasonably necessary to conduct a due diligence investigation customary in aregistered offering, (ii) delivering such documents and certificates as may bereasonably requested by the Purchaser, including customary opinions of counsel,"cold comfort" letters, a registration rights agreement and otherdocuments and agreements (including indemnification for disclosure in theoffering document) comparable to those provided pursuant to the Note PurchaseAgreement (taking into account changes in securities laws), (iii) preparingwith the Purchaser's assistance an offering document for use in connection withthe Resale and such other documents as the Purchaser reasonably determines areappropriate for the Resale, (iv) obtaining any governmental, gaming, racing,Iiquor or other regulatory approvals necessary or advisable in connection withthe Resale (including quotation of the New Notes in The Portal Market andqualification of the Resale under applicable state securities laws), (v)participating in customary efforts to offer, market and sell the New Notes,including, without limitation, "road shows" or other investormeetings, and securing the reasonable participation of its senior managementfor such purposes, (vi) cooperating with the Purchaser, the Trustee and DTC toprepare certificates evidencing the New Notes so resold and making the New Notesso resold eligible for book-entry at DTC and taking such actions as arenecessary so that the New Notes will have the same CUSIP

 

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numberas, and will be fungible with, the 8 3/4%Senior Secured Notes due 2012, Series B, once the Notes issued in exchange forthe New Notes have been registered under the Act, and (vii) using commerciallyreasonable efforts to take all other steps necessary to effect the Resale.

The provisions ofthis Section 3 shall survive delivery of and payment for the New Notes.

**4.  *Representations andWarranties of the Issuers and the Subsidiary Guarantors***.Each of the Issuers and the Subsidiary Guarantors, jointly and severally,represents and warrants to the Purchaser that:

(a)  *144A Eligibility*.There are no securities of the same class (within the meaning of Rule 144A) asthe New Notes of any of the Issuers or any of the Subsidiary Guarantorsregistered under the Exchange Act or listed on a national securities exchangeregistered under Section 6 of the Exchange Act or quoted in a United Statesautomated inter-dealer quotation system. The New Notes are eligible for resalepursuant to Rule 144A under the Act.

(b)  *Due Organization; GoodStanding*. Each of the Issuers and the Subsidiary Guarantors (i) hasbeen duly organized, is validly existing and is in good standing under the lawsof its jurisdiction of organization, (ii) has all requisite power and authorityto conduct and carry on its business and to own, lease, use and operate itsproperties and assets, and (iii) is duly qualified or licensed to do businessand is in good standing as a foreign limited liability company or corporation,as the case may be, authorized to do business in each jurisdiction in which thenature of its business or the ownership, leasing, use or operation of itsproperties and assets requires such qualification or licensing, except wherethe failure to be so qualified or licensed would not, singly or in theaggregate, have a material adverse effect on (A) the properties, business,prospects, operations, earnings, assets, liabilities or condition (financial orotherwise) of the issuers and the Subsidiary Guarantors, taken as a whole, (B)the ability of any Issuer or Subsidiary Guarantor to perform its obligations inall material respects under any of the Note Documents to which it is a party orto consummate in all material respects the offer and sale of the New Notes, (C)the enforceability of any of the Security Documents to which it is a party orthe attachment, perfection or priority of any of the Security Interestsintended to be created thereby in any portion of the Collateral in which it hasan interest or (D) the validity of any of the Note Documents to which it is aparty or the consummation of the offer and sale of the New Notes (each, a"**Material Adverse Effect**").

(c)  *Subsidiaries*.The corporate structure of the Issuers and the Subsidiary Guarantors (includingall of their subsidiaries) is as set forth on Schedule 4(c) hereto. PGLdirectly owns 100% of the outstanding shares of capital stock or membershipinterests of DJL, PGC and each Subsidiary Guarantor, free and clear of allLiens (as defined in the Indenture), except for Liens created by the Indenture,Liens created by the Security Documents and Permitted Liens (as defined in theIndenture), and Peninsula Gaming Partners, LLP, a Delaware limited liabilitypartnership, directly owns 100% of the outstanding membership interests in PGL(except for the Seller Preferred (as defined in the Indenture)), free and clearof all Liens, except for Liens created by the Indenture and the SecurityDocuments. Except as disclosed in the Issuers' Form 10-K for the year endedDecember 31, 2005, the Issuer's Form 10-Qs for the quarters ended

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March31, 2006, June 30, 2006 and September 30, 2006 and in any Current Reports onForm 8-K filed by the Issuers since January 1, 2006 and prior to the date ofthis Agreement (collectively, the "**SEC Filings**"),there are no outstanding (i) securities convertible into or exchangeable forany capital stock of or any membership interests in, as the case may be, any ofthe Issuers or the Subsidiary Guarantors, (ii) options, warrants or otherrights to purchase or subscribe for any capital stock of or any membershipinterests in, or any securities convertible into or exchangeable for any capitalstock of or any membership interests in, as the case may be, any of the Issuersor the Subsidiary Guarantors or (iii) contracts, commitments, agreements,understandings, arrangements, undertakings, rights, calls or claims of any kindrelating to the issuance of any capital stock of or any membership interestsin, as the case may be, any of the Issuers or the Subsidiary Guarantors, anysuch convertible or exchangeable securities or any such options, warrants orrights. Except as set forth on Schedule 4(c) hereto, none of the Issuersor the Subsidiary Guarantors directly or indirectly owns any capital stock ofor other equity interest in any person.

(d)  *Power and Authority*.Each of the Issuers and the Subsidiary Guarantors has (or had, at the time ofexecution and delivery, if executed and delivered prior to the date hereof) allrequisite power and authority to execute and deliver the Note Documents towhich it is a party, and has all requisite power and authority to perform itsobligations under the Note Documents to which it is a party and to consummatethe offer and sale of the New Notes.

(e)  *Authorization of thisAgreement*. This Agreement and the Transactions contemplated hereby(including, without limitation, the offer and sale of the New Notes in accordancewith this Agreement) have been duly authorized by each of the Issuers and theSubsidiary Guarantors, and this Agreement has been validly executed anddelivered by each of the Issuers and the Subsidiary Guarantors. This Agreementis the legal, valid and binding obligation of each of the Issuers and theSubsidiary Guarantors , enforceable against each of the Issuers and theSubsidiary Guarantors in accordance with its terms, except to the extent that(i) such enforceability may be limited by applicable bankruptcy, insolvency orsimilar laws affecting creditors' rights generally and (ii) any rights ofacceleration and the availability of equitable remedies may be subject togeneral principles of equity (whether considered in a proceeding in equity or atlaw).

(t)  *Authorization of Notes.*The New Notes have been duly authorized by each of the Issuers for issuance andsale to the Purchaser pursuant to this Agreement and, on the Closing Date, willhave been validly executed, authenticated, issued and delivered by the Issuersin accordance with the terms of this Agreement and the Indenture. The issuanceof each of the Tranche 1 Notes and the Tranche 2 Notes is authorized under andin compliance with the Indenture. When the New Notes have been issued and executedby the Issuers and authenticated by the Trustee in accordance with the terms ofthe Indenture and delivered to and paid for by the Purchaser in accordance withthe terms of this Agreement, the New Notes will be the legal, valid and bindingobligations of each of the Issuers, entitled to the benefits of the Indentureand enforceable against each of the Issuers in accordance with their terns,except to the extent that (i) such enforceability may be limited by applicablebankruptcy, insolvency or similar laws affecting creditors' rights generallyand (ii) any rights of acceleration and the availability of equitable remediesmay be subject to general principles of equity (whether considered in aproceeding in

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equityor at law). Upon and following delivery to the Purchaser, the New Notes willrank on a parity with all senior Indebtedness (as defined in the Indenture) ofeach of the Issuers that is outstanding on the date hereof or that may beincurred hereafter and senior to all other Indebtedness of each of the Issuersthat is outstanding on the date hereof or that may be incurred hereafter;provided, that pursuant to the Intercreditor Agreement, the Lien on theCollateral securing the Credit Facility is senior to the Lien on the Collateralsecuring the Notes and the Guarantees to the extent provided in the IntercreditorAgreement.

(g)  *Authorization ofGuarantees of New Notes*. The Guarantee to be endorsed on the NewNotes by each Subsidiary Guarantor has been duly authorized by each suchSubsidiary Guarantor and, on the Closing Date, will have been validly executedand delivered by each such Subsidiary Guarantor in accordance with the terms ofthe Indenture. When the New Notes have been issued, executed and authenticatedin accordance with the terms of the Indenture and delivered to and paid for bythe Purchaser in accordance with the terms of this Agreement, the Guarantee ofeach Subsidiary Guarantor endorsed on the New Notes will be the legal, validand binding obligation of each such Subsidiary Guarantor, enforceable againsteach such Subsidiary Guarantor in accordance with its terms, except to theextent that (i) such enforceability may be limited by applicable bankruptcy,insolvency or similar laws affecting creditors' rights generally and (ii) anyrights of acceleration and the availability of equitable remedies may besubject to general principles of equity (whether considered in a proceeding inequity or at law). The Guarantees to be endorsed on the New Notes rank and willrank on a parity with all senior Indebtedness of the Subsidiary Guarantors thatis outstanding on the date hereof or that may be incurred hereafter and seniorto all subordinated Indebtedness of the Subsidiary Guarantors that isoutstanding on the date hereof or that may be incurred hereafter; *provided*, that pursuant to the Intercreditor Agreement, theLien on the Collateral securing the Credit Facility will be senior to the Lienon the Collateral securing the Notes and the Guarantees to the extent providedin the Intercreditor Agreement.

(h)  *Authorization of Indenture*.The Indenture and the Transactions contemplated thereby have been dulyauthorized by each of the Issuers and the Subsidiary Guarantors, and theIndenture and has been validly executed and delivered by each of the Issuersand the Subsidiary Guarantors. The Indenture is the legal, valid and bindingobligation of each of the Issuers and the Subsidiary Guarantors enforceableagainst each of the Issuers and the Subsidiary Guarantors in accordance withits terms, except to the extent that (i) such enforceability may be limited byapplicable bankruptcy, insolvency or similar laws affecting creditors' rightsgenerally and (ii) any rights of acceleration and the availability of equitableremedies may be subject to general principles of equity (whether considered ina proceeding in equity or at law).

(i)  *Authorization of SecurityDocuments*. Each of the Original Security Documents, the New SecurityDocuments and the Transactions contemplated thereby (including, withoutlimitation, the creation, grant, recording and perfection of the SecurityInterests, the execution and filing of financing statements and the payment ofany fees and taxes in connection therewith) have been duly authorized by eachof the Issuers and the Subsidiary Guarantors, to the extent party thereto. Eachof the Original Security Documents has been, and on the Closing Date, each ofthe New Security Documents will have been, validly executed and delivered bythe

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Issuersand the Subsidiary Guarantors, to the extent party thereto. Each of theOriginal Security Documents has been amended in compliance with Article 9 ofthe Indenture and each of the New Security Documents is authorized under and incompliance with Article 9 of the indenture. On the Closing Date, each of theSecurity Documents will be, the legal, valid and binding obligation of each ofthe Issuers and the Subsidiary Guarantors, to the extent party thereto,enforceable against each of the Issuers and the Subsidiary Guarantors, to theextent party thereto, in accordance with its terms, except to the extent that(i) such enforceability may be limited by applicable bankruptcy, insolvency orsimilar laws affecting creditors' rights generally and (ii) any rights ofacceleration and the availability of equitable remedies may be subject togeneral principles of equity (whether considered in a proceeding in equity orat law).

(j)  *Security Interests*.Each of the Original Security Documents to which any of the Issuers or theSubsidiary Guarantors is a party creates (and, on the Closing Date, each of theNew Security Documents will create), in favor of the Secured Party for thebenefit of the holders of the New Notes, a legal, valid and enforceablesecurity interest in (subject to Permitted Liens) all of' the right, title andinterest of the Issuers and the Subsidiary Guarantors, as the case may be, inthe Collateral covered by the Security Documents and the proceeds thereof. TheCollateral is subject to no Liens other than Permitted Liens.

(k)  *Authorization of Credit AgreementAmendment*. The Credit Agreement Amendment has been duly authorizedby each of DJL and OED, and the Credit Agreement Amendment has been validlyexecuted and delivered by each of DJL and OED. The Credit Agreement Amendmentis the legal, valid and binding obligation of each of DJL and OED enforceableagainst each of DJL and OED in accordance with its terms, except to the extentthat (i) such enforceability may be limited by applicable bankruptcy,insolvency or similar laws affecting creditors' rights generally and (ii) anyrights of acceleration and the availability of equitable remedies may besubject to general principles of equity (whether considered in a proceeding inequity or at law).

(l)  *No Registration*.Without limiting Sections 4(o) and 4(p), no registration underthe Act, and no qualification of the Indenture under the TIA is required forthe sale of the New Notes to the Purchaser as contemplated hereby, assuming theaccuracy of the Purchaser's representations contained in Section 5 ofthis Agreement, No forth of general solicitation or general advertising(including, without limitation, as such terms are defined in Regulation D underthe Act) was used by any of the Issuers or any of the Subsidiary Guarantors orany of their respective affiliates or any of their respective representativesin connection with the offer and sale of any of the New Notes. No securities ofthe same class as the New Notes have been offered, issued or sold by any of theIssuers or any of the Subsidiary Guarantors or any of their respectiveaffiliates within the six-month period immediately prior to the date hereof.

(m)  *No Violation*.Neither DJL nor PGL is in violation of its certificate of formation oroperating agreement (collectively, the "**CompanyCharter Documents**"), PGC is not in violation of its charter orbylaws (the "**Capital Charter Documents**"),and none of the Subsidiary Guarantors is in violation of its certificate offormation, operating agreement, charter or bylaws, as applicable (the "**Subsidiary Guarantor Charter Documents**" and,collectively with the Company Charter Documents and the Capital CharterDocuments, the "**Charter**

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**Documents**").None of the Issuers or the Subsidiary Guarantors is (i) in violation of anyFederal, state, municipal, county, parish, local or foreign statute, law,ordinance or standard applicable to it, or any judgment, decree, rule,regulation or order applicable to it (including, without limitation, common lawand Chapter 99F of the Code of Iowa (1999), the Iowa Racing and Gaming Commission,the Louisiana Parr-Mutuel Live Racing Facility Economic Redevelopment andGaming Control Act, the Louisiana Gaming Control Law and the Video Draw PokerDevice Control Law) in each case including the rules and regulationspromulgated thereunder (collectively, "**ApplicableLaw**"), of any government, governmental or regulatory agency orbody (including, without limitation, the Iowa Racing and Gaming Commission, theLouisiana Gaming Control Board, the Louisiana State Racing Commission or otherapplicable gaming or racing authority) (each, a "**GamingAuthority**"), court, arbitrator or self-regulatory organization,domestic or foreign (each, a "**Governmental Authority**")or (ii) in breach of or default under any bond, debenture, note or otherevidence of indebtedness, indenture, mortgage, deed of trust, lease or anyother agreement or instrument to which any such person is a party or by whichany of them or any of their respective property is bound (collectively, "**Applicable Agreements**"), other than, in the case of eachof the immediately preceding clauses (i) and (ii), violations, breaches ordefaults that would not, singly or in the aggregate, have a Material AdverseEffect. There exists no condition that, with the passage of time or otherwise,would reasonably be expected to (x) constitute a violation of (A) the CharterDocuments or (B) Applicable Laws or (y) constitute a breach of or default underany Applicable Agreement or (z) result in the imposition of any penalty or theacceleration of any indebtedness, other than, in the case of the immediatelypreceding clauses (x)(B),(y) and (z), such violations, breaches, penalties ordefaults that would not, singly or in the aggregate, have a Material AdverseEffect. All Applicable Agreements are in full force and effect with respect tothe Issuers and the Subsidiary Guarantors, and are legal, valid and bindingobligations of the Issuers and the Subsidiary Guarantors.

(n)  *No Conflict*.None of the execution, delivery or performance of any of the Note Documents(including, without limitation, the issuance and sale of each of the Tranche 1Notes and the Tranche 2 Notes), nor the compliance with the terms andprovisions thereof, nor the consummation of any of the Transactions, shallconflict with, violate, constitute a breach of or a default (with the passageof time or otherwise) under, result in the imposition of a Lien on any assetsof or any capital stock of or membership interests in any of the Issuers or theSubsidiary Guarantors (except for Liens created by the Indenture, Liens createdby the Security Documents and Permitted Liens), or result in an acceleration ofindebtedness under or pursuant to, (i) the Charter Documents, (ii) anyApplicable Agreement, (iii) in the case of the New Note Documents, any OriginalNote Document (including the indenture), or (iv) (assuming the accuracy of therepresentations and warranties of the Purchaser in Section 5 of thisAgreement) any Applicable Law, other than, in the case of the immediatelypreceding clauses (ii) and (iv), such violations, breaches or defaults thatwould not, singly or in the aggregate, have a Material Adverse Effect. Aftergiving effect to the Transactions contemplated hereby, no Default or Event ofDefault (each, as defined in the Indenture) will exist.

(o)  *Permits*. Assumingthe accuracy of the representations and warranties of the Purchaser in Section5 of this Agreement and except as disclosed in the SEC Filings, no permit,certificate, authorization, approval, consent, license or order of, or filing,registration, declaration or qualification with, any Governmental Authority orany other person (collectively, "**Permits**")

 

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isrequired to own, lease, use and operate its properties and assets and toconduct and carry on its businesses, or in connection with, or as a conditionto, the execution, delivery or performance of any of the Note Documents, thecompliance with the terms and provisions thereof or the consummation of any ofthe Transactions, other than (i) such Permits as have been made or obtained onor prior to the Closing Date, which Permits are in full force and effect on theClosing Date, (ii) such Permits that may be required to permit the Resale andthe other transactions contemplated by Section 3(j), and (ii) suchPermits, the failure of which to make or obtain would not, singly or in theaggregate, have a Material Adverse Effect.

(p)  *No Proceedings*.Except as disclosed in the SEC Filings, and other than ongoing generallicensing investigations conducted in the ordinary course of business, there isno action, claim, suit, demand, hearing, notice of violation or deficiency, orproceeding (including, without limitation, any investigation or partial proceeding,such as a deposition), domestic or foreign (collectively, "**Proceedings**"), pending or, to the knowledge of theIssuers and the Subsidiary Guarantors, threatened, either (i) in connectionwith, or that seeks to restrain, enjoin or prevent the consummation of, or thatotherwise objects to, any of the Note Documents or any of the Transactions, or(ii) that could, singly or in the aggregate, have a Material Adverse Effect.None of the Issuers or the Subsidiary Guarantors is subject to any judgment,order, decree, rule or regulation of any Governmental Authority that could,singly or in the aggregate, have a Material Adverse Effect. No injunction ororder has been issued and no Proceeding is pending or, to the knowledge of theIssuers and the Subsidiary Guarantors, threatened that (i) asserts that theoffer, sale and delivery of' the New Notes to the Purchaser pursuant to thisAgreement is subject to the registration requirements of the Act, or (ii) wouldprevent or suspend the issuance or sale of the New Notes.

(q)           *Related Persons*.Except as set forth on Schedule 4(q) hereto, each of the Issuers' andthe Subsidiary Guarantors' respective directors, officers, key personnel,partners, members and persons holding a five percent or greater equity oreconomic interest in the Issuers (each of such persons, a "**Regulated Person**" and, collectively, the "**Regulated Persons**") has all Permits (including, withoutlimitation, Permits with respect to engaging in gaming or racing operations)necessary or advisable to own, lease, use and operate the properties and assetsand to conduct and carry on the businesses of the Issuers and the Guarantors,other than such Permits the failure of which to have would not, singly or inthe aggregate, have a Material Adverse Effect (a "**MaterialPermit**"). All Material Permits are valid and in full force andeffect. Each of the Regulated Persons is in compliance with the terms andconditions of all Permits (including, without limitation, Permits with respectto engaging in gaming or racing operations) necessary or advisable to own,lease, use and operate the properties and assets and to conduct and carry onthe businesses of the Issuers and the Guarantors, other than where such failureto be in compliance would not, singly or in the aggregate, have a MaterialAdverse Effect. None of the execution, delivery or performance of any of theNote Documents, nor the compliance with the terms and provisions thereof, northe consummation of any of the Transactions, will allow or result in, and noevent has occurred which allows or results in, or after notice or lapse of timewould allow or result in, the imposition of any material penalty under, or therevocation or termination of, any Material Permit or any material impairment ofthe rights of the holder of any Material Permit. None of the Issuers or theSubsidiary Guarantors has received any notice from any issuer, and the

 

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Issuersand the Subsidiary Guarantors have no actual knowledge, that any issuer isconsidering limiting, conditioning, suspending, modifying, revoking or notrenewing any Material Permit.

(r)  *No Investigations ofRegulated Persons*. To the knowledge of the Issuers and theSubsidiary Guarantors, except as disclosed in the SEC Filings, no GamingAuthority is investigating any Regulated Person, other than ongoing generallicensing investigations conducted in the ordinary course of business.

(s)  *Title to Assets.*Each of the Issuers and the Subsidiary Guarantors (i) has good and marketabletitle, free and clear of all Liens (other than Liens created by the Indenture,Liens created by the Security Documents and Permitted Liens), to all of theproperty and assets owned by it and (ii) holds a valid leasehold interest withrespect to each such lease and will remain in possession of the real propertyleased pursuant to those leases until the date the lease expires in accordancewith its terms. PGC has no assets, other than assets received in payment forits capital stock.

(t)  *Sufficiency and Conditionof Assets*. The assets of each of the Issuers and the SubsidiaryGuarantors include all of the assets and properties necessary or required in,or otherwise material to, the conduct of the businesses of each of them ascurrently conducted and as proposed to be conducted (as described in the SECFilings), and such assets are in working condition, except where the failure ofsuch assets to be in working condition would not, singly or in the aggregate,have a Material Adverse Effect. Without limiting the foregoing, each of theproperties of the Issuers and the Subsidiary Guarantors (including, withoutlimitation, all buildings, structures, improvements and fixtures locatedthereon, thereunder, thereover or therein, and all appurtenances thereto andother aspects thereof) is otherwise suitable, sufficient, adequate andappropriate in all respects (including physical, structural, operational,legal, practical and otherwise) for its current and proposed use, operation andoccupancy, except, in each such case, for such failures to meet such standardsas would not, singly or in the aggregate, have a Material Adverse Effect.

(u)  *Insurance.* Eachof the Issuers and the Subsidiary Guarantors maintains reasonably adequateinsurance covering its properties, operations, personnel and businesses againstlosses and risks in accordance with customary industry practice. All suchinsurance is outstanding and duly in force.

(v)  *Real Property*.No condemnation, eminent domain, or similar proceeding exists, is pending or,to the knowledge of the Issuers and the Subsidiary Guarantors, is threatened,with respect to or that could affect any real properties owned by any of theIssuers or the Subsidiary Guarantors, except for such proceedings as would not,singly or in the aggregate, have a Material Adverse Effect. No real propertyowned by any of the Issuers or the Subsidiary Guarantors is subject to anysales contract, option, right of first refusal or similar agreement orarrangement with any third party. There is no real property currently undercontract or subject to an option in favor of any of the Issuers or theSubsidiary Guarantors, except for real property which the failure of the Issuersor the Subsidiary Guarantors to acquire, would not, singly or in the aggregate,have a Material Adverse Effect.

 

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(w)  *SEC Filings* The SEC Filings, at the time filed with theCommission conformed in all material respects to the requirements of theExchange Act or the Act, as applicable, and the rules and regulations of theCommission thereunder, and did not contain any untrue statement of a materialfact and did not omit to state a material fact required to be stated therein ornecessary to make the statements therein not misleading.

(x)  *Taxes*. All material tax returns required to be filed by anyof the Issuers or the Subsidiary Guarantors in any jurisdiction (includingforeign jurisdictions) have been filed and, when filed, all such returns wereaccurate in all material respects, and all taxes, assessments, fees and othercharges (including, without limitation, withholding taxes, penalties andinterest) due or claimed to be due from any of the Issuers or the SubsidiaryGuarantors have been paid, other than those being contested in good faith byappropriate proceedings, or those that are currently payable without penalty orinterest and, in each case, for which an adequate reserve or accrual has beenestablished on the books and records of the Issuers or the SubsidiaryGuarantors, as applicable, in accordance with generally accepted accountingprinciples of the United States, consistently applied ("**GAAP**"). There are no actual or proposed additional taxassessments for any tax period against any of the Issuers or the SubsidiaryGuarantors that would, singly or in the aggregate, reasonably be expected tohave a Material Adverse Effect. The charges, accruals and reserves on the booksand records of the Issuers or the Subsidiary Guarantors, as applicable, inrespect of any tax liability for any tax periods not finally determined areadequate to meet any assessments of tax or re-assessments of additional tax forany such period.

(y)  *Intellectual Property*. The Issuers and the SubsidiaryGuarantors own, possess or are licensed under, and have the right to use, alltrademarks, service marks, trade names and other intellectual property(collectively, "**Intellectual Property**")currently used in and material to the conduct of their business, free and clearof all Liens, other than Permitted Liens. To the knowledge of the Issuers andthe Subsidiary Guarantors, no claims have been asserted by any personchallenging the use of any such Intellectual Property by any of the Issuers andthere is no valid basis for any such claim, and the use of such IntellectualProperty by the Issuers or the Subsidiary Guarantors will not infringe on theIntellectual Property rights of any other person.

(z)  *Accounting Controls*. Each of the Issuers and the SubsidiaryGuarantors maintains a system of internal accounting controls sufficient toprovide reasonable assurance that (i) material transactions are executed inaccordance with management's general or specific authorization, (ii) materialtransactions are recorded as necessary to permit preparation of financialstatements in conformity with GAAP, and to maintain asset accountability, (iii)access to assets is permitted only in accordance with management's general orspecific authorization, and (iv) the recorded accountability for assets iscompared with the existing assets at reasonable intervals and appropriateaction is taken with respect to any material differences.

(aa)         *Disclosure Controls*. Each of the Issuers and the SubsidiaryGuarantors has established and maintains and evaluates "disclosurecontrols and procedures" (as such term is defined in Rule 13a-15 and15d-15 under the Exchange Act) and "internal control over fmancialreporting" (as such term is defined in Rule 13a-15 and 15d-15 under theExchange Act). Such disclosure controls and procedures are designed to ensurethat material information relating to the

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Issuers, including their consolidated subsidiaries, is made known tothe Issuers' Chief Executive Officer and Chief Financial Officer by otherswithin those entities, and, except as disclosed in the SEC Filings, suchdisclosure controls and procedures are effective to perform the functions for whichthey were established. The Issuers' independent auditors and boards ofdirectors have been advised of: (i) all significant deficiencies, if any, inthe design or operation of internal controls which could adversely affect anyof the Issuers' and the Subsidiary Guarantors' ability to record, process,summarize and report financial data; and (ii) all fraud, if any, whether or notmaterial, that involves management or other employees who have a role in any ofthe Issuers' or the Subsidiary Guarantors' internal controls. All materialweaknesses, if any, in internal controls have been identified to the Issuers'and the Subsidiary Guarantors' independent auditors. Since the date of the mostrecent evaluation of such disclosure controls and procedures and internalcontrols, there have been no significant changes in internal controls or inother factors that could significantly affect internal controls, including anycorrective actions with regard to significant deficiencies and materialweaknesses. The principal executive officers (or their equivalents) andprincipal financial officers (or their equivalents) of each of the Issuers andthe Subsidiary Guarantors have made all certifications required by theSarbanes-Oxley Act of 2002 (the "**Sarbanes-Oxley Act**")and any related rules and regulations promulgated by the Commission, and thestatements contained in each such certification are complete and correct. TheIssuers, the Subsidiary Guarantors and their respective directors and officersare each in compliance in all material respects with all applicable effectiveprovisions of the Sarbanes-Oxley Act and the rules and regulations of theCommission promulgated thereunder.

(bb)         *Financial Statements*. The audited historical consolidatedfinancial statements and related notes of PGL and its subsidiaries contained inthe SEC Filings (the "**Company FinancialStatements**") present fairly in all material respects theconsolidated financial position, results of operations and cash flows of PGLand its subsidiaries as of the respective dates and for the respective periodsto which they apply, and have been prepared in accordance with GAAPconsistently applied throughout the periods involved. Immediately followingeach Closing, except for their liabilities under the New Notes issued pursuantto this Agreement, none of the Issuers or the Guarantors will have anyliabilities, absolute, accrued, contingent or otherwise other than: (i)liabilities that are reflected in the Company Financial Statements (as definedbelow) or (ii) liabilities incurred subsequent to September 30, 2006 (the"**Balance Sheet Date**"), in theordinary course of business, that would not, singly or in the aggregate, have aMaterial Adverse Effect. Nothing has come to the attention of the Issuers thatwould indicate that the Company Financial Statements are not true and correctin all material respects as of their respective dates.

(cc)         *No Material Adverse Change*. Subsequent to the Balance SheetDate, except as disclosed in the SEC Filings, (i) none of the Issuers or theSubsidiary Guarantors has incurred any liabilities, direct or contingent, thatare material, singly or in the aggregate, to any of them, or has entered intoany material transactions not in the ordinary course of business, (ii) therehas not been any material decrease in the capital stock or membershipinterests, as the case may be, or any material increase in long-termindebtedness or any material increase in short-term indebtedness of any of theIssuers or the Subsidiary Guarantors, or any payment of or declaration to payany dividends or any other distribution with respect to any of the Issuers orthe Subsidiary Guarantors, and (iii) there has not been any material adversechange in the properties, business,

 

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prospects, operations, earnings, assets, liabilities or condition(financial or otherwise) of the Issuers and the Subsidiary Guarantors taken asa whole (each of clauses (i) and (iii), a "**MaterialAdverse Change**"). To the actual knowledge of the Issuers afterreasonable inquiry, there is no event that is reasonably likely to occur, whichif it were to occur, could, singly or in the aggregate, reasonably be expectedto have a Material Adverse Effect, except as disclosed in the SEC Filings.

(dd)         *Solvency*. Each of the Issuers and the Subsidiary Guarantorsis incurring its respective indebtedness under the New Notes for properpurposes and in good faith. Immediately before and after giving effect to theissuance of the New Notes, for the Issuers (on a consolidated basis with theSubsidiary Guarantors) and for each of the Subsidiary Guarantors, in all casesconsidered as going concerns, (i) its assets at a fair valuation, exceeds thesum of its debts; (ii) the present fair salable value of its assets is not lessthan the amount that will be required to pay its probably liability on itsexisting debts as they become absolute and matured, (iii) it has and will haveadequate capital with which to conduct the business it is presently conductingand presently anticipates conducting; and (iv) it does not intend to incur, anddoes not believe and reasonably should not believe that it will incur, debtsbeyond its ability to pay as those debts become due. Neither the Issuers norany Subsidiary Guarantor is aware of any reason why it would be inappropriateto consider the Issuers or the Subsidiary Guarantors as a going concern. Forpurposes of this paragraph, "debts" includes contingent andunliquidated debts, at a fair valuation.

(ee)         *ERISA*. Neither of the Issuers or any of the SubsidiaryGuarantors nor any of their respective "Affiliates" maintains a planthat is intended to qualify under Section 401(a) of the Code, or is a"party in interest" or a "disqualified person" with respectto any employee benefit plans. No condition exists or event or transaction hasoccurred in connection with any employee benefit plan that could result ineither of the Issuers or any such "Affiliate" incurring anyliability, fine or penalty that could, singly or in the aggregate, have aMaterial Adverse Effect. Neither of the Issuers or any of the SubsidiaryGuarantors nor any trade or business under common control with the Issuers orthe Subsidiary Guarantors (for purposes of Section 414(c) of the Code)maintains any employee pension benefit plan that is subject to Title IV of theEmployee Retirement Income Act of 1974, as amended, or the rules andregulations promulgated thereunder ("**ERISA**").

The terms "employee benefit plan,""employee pension benefit plan," and "party in interest"shall have the meanings assigned to such terms in Section 3 of ERISA. The term"Affiliate" shall have the meaning assigned to such term in Section407(d)(7) of ERISA, and the term "disqualified person" shall have themeaning assigned to such term in section 4975 of the Internal Revenue Code of1986, as amended, or the rules, regulations and published interpretationspromulgated thereunder (collectively the "**Code**").

(ff)           *Investment Company Act and Other Federal Regulations*. Noneof the Issuers or the Subsidiary Guarantors has taken, and none of them willtake, any action that may cause this Agreement or the issuance of the New Notesto violate or result in a violation of Section 7 of the Exchange Act(including, without limitation, Regulation T (12 C.F.R. Part 220), Regulation U(12 C.P.R. Part 221) or Regulation X (12 C.F.R. Part 224) of the Board of

 

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Governors of the Federal Reserve System). None of the Issuers or theSubsidiary Guarantors is subject to regulation, or shall become subject toregulation upon the consummation of the offering and sale of the New Notes andthe application of the net proceeds thereof, under the Investment Company Actof 1940, as amended, and the rules and regulations and interpretationspromulgated thereunder. The Company intends to use the net proceeds from thesale of the New Notes for general corporate purposes.

(gg)         *No Brokers*. None of the Issuers or the Subsidiary Guarantorshas dealt with any broker, finder, commission agent or other person (other thanthe Purchaser) in connection with the offer and sale of the New Notes and noneof the Issuers or the Subsidiary Guarantors is under any obligation to pay anybroker's fee or commission in connection with the offer and sale of the NewNotes.

(hh)         *No Labor Disputes*. Except as would not, singly or in theaggregate, reasonably be expected to have a Material Adverse Effect, none ofthe Issuers or the Subsidiary Guarantors is engaged in any unfair laborpractice. There is (i) no unfair labor practice complaint or other proceedingpending or, to the knowledge of the Issuers and the Subsidiary Guarantors,threatened against any of the Issuers or the Subsidiary Guarantors before theNational Labor Relations Board or any state, local or foreign labor relationsboard or any industrial tribunal, and no grievance or arbitration proceedingarising out of or under any collective bargaining agreement is so pending or,to the knowledge of the Issuers and the Subsidiary Guarantors, threatened, (ii)no strike, labor dispute, slowdown or stoppage pending or, to the knowledge ofthe Issuers and the Subsidiary Guarantors, threatened against any of theIssuers or the Subsidiary Guarantors, and (iii) no union representationquestion existing with respect to the employees of any of the Issuers or theSubsidiary Guarantors, and, to the knowledge of the Issuers and the SubsidiaryGuarantors, no union organizing activities are taking place except, in the caseof each of clauses (i), (ii) and (iii) above, as would not, singly or in theaggregate, reasonably be expected to have a Material Adverse Effect.

(ii)           *Environmental Laws*. Except as disclosed in the SEC Filingsor as otherwise would not, singly or in the aggregate, reasonably be expectedto have a Material Adverse Effect or otherwise require disclosure in the SECFilings, (i) none of the Issuers or the Subsidiary Guarantors has been or is inviolation of any Federal, state or local laws and regulations relating topollution or protection of human health or the environment, including, withoutlimitation, laws and regulations relating to emissions, discharges, releases orthreatened releases of toxic or hazardous substances, materials or wastes, orpetroleum and petroleum products ("**Materials of EnvironmentalConcern**"), or otherwise relating to the protection of humanhealth and safety, or the use, treatment, storage, disposal, transport orhandling of Materials of Environmental Concern (collectively, "**Environmental Laws**"), which violation includes, but isnot limited to, noncompliance with, or lack of, any permits or otherenvironmental authorizations; (ii) to the knowledge of the Issuers and theSubsidiary Guarantors, there are no circumstances, either past, present or thatare reasonably foreseeable, that may lead to any such violation in the future;(iii) none of the Issuers or the Subsidiary Guarantors has received anycommunication (written or oral), whether from a Governmental Authority orotherwise, alleging any such violation; (iv) there is no pending or, to theknowledge of the Issuers and the Subsidiary Guarantors, threatened claim,action, investigation, notice (written or oral) or other Proceeding by

 

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any person or entity alleging potential liability of any of the Issuersor the Subsidiary Guarantors (or against any person or entity for whose acts oromissions any of the Issuers or the Subsidiary Guarantors is or may reasonablybe expected to be liable, either contractually or by operation of law) forinvestigatory, cleanup, or other response costs, or natural resources orproperty damages, or personal injuries, attorney's fees or penalties relatingto (A) the presence, or release into the environment, of any Materials ofEnvironmental Concern at any location, or (B) circumstances forming the basisof any violation or potential violation, of any Environmental Law(collectively, "**Environmental Claims**");and (v) to the knowledge of the Issuers and the Subsidiary Guarantors, thereare no past or present actions, activities, circumstances, conditions, eventsor incidents that could reasonably be expected to form the basis of anyEnvironmental Claim.

Each of the Issuers and the Subsidiary Guarantors, asappropriate, has conducted environmental investigations of, and have reviewedreasonably available information regarding, the business, properties andoperations of each of the Issuers and the Subsidiary Guarantors, and of otherproperties within the vicinity of their business, properties and operations, asappropriate for the circumstances of each such property and operation; on thebasis of such reviews, investigations and inquiries, the Issuers and theSubsidiary Guarantors have reasonably concluded that any costs and liabilitiesassociated with such matters would not have, singularly or in the aggregate, aMaterial Adverse Effect or otherwise require disclosure in the SEC Filings.

(jj)           *Representations and Warranties*. Each certificate signedpursuant to Section 6(a)(iv) by any officer of any of the Issuers or theSubsidiary Guarantors and delivered to the Purchaser or counsel for thePurchaser pursuant to this Agreement shall be deemed to be a representation andwarranty by such Issuer or Subsidiary Guarantor to the Purchaser as to thematters covered thereby.

**5,  *Representations andWarranties of the Purchaser***. The Purchaserrepresents and warrants to the Issuers that:

(a)           *QIB*. It is aQIB with such knowledge and experience in financial and business matters as isnecessary in order to evaluate the merits and risks of an investment in the NewNotes. It is not acquiring the New Notes with a view to any distributionthereof that would violate the Act or the securities laws of any state of theUnited States or any other applicable jurisdiction.

(b)           *No General Solicitation*.It has not and will not solicit offers for, or offer or sell, the New Notes bymeans of any general solicitation or general advertising within the meaning ofRule 502(c) under Regulation D under the Act or in any manner involving apublic offering within the meaning of Section 4(2) of the Act.

(c)           *Resales*. Itwill offer and sell the New Notes only (A) to Eligible Purchasers, (B) in atransaction otherwise exempt from the Act or (C) pursuant to registration underthe Act.

(d)           *Power and Authority*.It has all requisite power and authority to enter into, deliver and perform itsobligations under this Agreement, and this Agreement has been duly authorized,executed and delivered by it. It will act in accordance with the terms andconditions set forth in this Agreement in connection with the placement of theNew Notes contemplated hereby.

 

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(e)           *Stop Transfer*.It acknowledges that in the event that it does not comply with any of the termsof resale contained in this Section 5, "stop transfer"instructions may be noted against the New Notes sold or attempted to be sold byit.

(f)            *Elections RegardingOriginal Issue Discount*. It will not make any election under TreasuryRegulations Section 1.1272-3 to treat all interest on the New Notes as originalissue discount.

The provisions of this Section 5 shall survive delivery of andpayment for the New Notes.

**6.  *Conditions.***

(a)  *Conditions to Obligations of Purchaser*. The obligations ofthe Purchaser to purchase the New Notes under this Agreement are subject to thesatisfaction or waiver of each of the following conditions:

(i)                            *Representationsand Warranties of the Issuers and Subsidiary Guarantors*. All therepresentations and warranties of each of the Issuers and the SubsidiaryGuarantors in this Agreement and in each of the other Note Documents to whichit is a party shall be true and correct in all material respects (other thanrepresentations and warranties with a Material Adverse Effect qualifier orother materiality qualifier, which shall be true and correct as written) at andas of the Closing Date after giving effect to the Transactions consummated onor prior to the Closing Date with the same force and effect as if made on andas of such date (except to the extent that any such representation or warrantyspeaks as of an earlier date, in which case such representation or warrantyshall be true and correct in all material respects (other than representationsand warranties with a Material Adverse Effect qualifier or other materialityqualifier, which shall be true and correct as written) only as of such earlierdate). On or prior to the Closing Date, each of the Issuers and the SubsidiaryGuarantors and, to the knowledge of the Issuers and the Subsidiary Guarantors,each other party to the Note Documents (other than the Purchaser) shall haveperformed or complied in all material respects with all of the agreements andsatisfied in all material respects all conditions on their respective partsrequired to be performed, complied with or satisfied as of or prior to theClosing Date pursuant to the Note Documents.

(ii)                           *NoInjunction*.**No injunction,restraining order or order of any nature by a Governmental Authority shall havebeen issued as of the Closing Date that would prevent or materially interferewith the issuance and sale of the New Notes; and no stop order suspending thequalification or exemption from qualification of any of the New Notes in anyjurisdiction shall have been issued and no Proceeding for that purpose shallhave been commenced or, to the knowledge of the Issuers and the SubsidiaryGuarantors, be pending or contemplated as of the Closing Date.

(iii)                          *NoProceedings*. No action shall have been taken and no Applicable Lawshall have been enacted, adopted or issued that would, as of the Closing Date,prevent the consummation of the issuance and sale of the New Notes; except asdisclosed in the SEC Filings, no Proceeding shall be pending or, to theknowledge of the Issuers and the

 

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Subsidiary Guarantors, threatened, other than Proceedings that (A) ifadversely determined would not, singly or in the aggregate, adversely affectthe issuance or marketability of the New Notes, and (B) could not, singly or inthe aggregate, reasonably be expected to have a Material Adverse Effect.

(iv)                          *Officers’, Secretary's and Solvency Certificates*. ThePurchaser shall have received on the Closing Date:

(A)          certificatesdated the Closing Date, signed by (1) the Chief Executive Officer, and (2) theprincipal financial or accounting officer of each of the Issuers and theSubsidiary Guarantors, on behalf of the Issuers and the Subsidiary Guarantors,confirming the matters set forth in paragraphs (i), (ii), (iii) and (vi)of this Section 6(a),

(B)           acertificate, dated the Closing Date, signed by the Secretary or Secretaries ofeach of the Issuers and the Subsidiary Guarantors, certifying such matters asthe Purchaser may reasonably request, and

(C)           acertificate of solvency, dated the Closing Date, signed by the principalfinancial or accounting officer of the Issuers and the Subsidiary Guarantorssubstantially in the form previously approved by the Purchaser.

(v)                           *Opinions ofCounsel*. The Purchaser shall have received a favorable opinion (in formand substance reasonably satisfactory to the Purchaser and counsel to thePurchaser), dated the Closing Date, of each of the following:

(A)          Mayer,Brown, Rowe & Maw LLP, special counsel to the Issuers and the SubsidiaryGuarantors;

(B)           Lane& Waterman, special Iowa counsel and special Iowa gaming counsel to theIssuers and the Subsidiary Guarantors; and

(C)           Brantley& Associates, special Louisiana counsel and Special Louisiana gamingcounsel to the Issuers and the Subsidiary Guarantors.

(vi)                          *Permits*.All Permits required to be obtained from, and all notices or declarationsrequired to be made with, any Gaming Authority or other Governmental Authorityto permit the issuance and sale of the New Notes in accordance with the termsof, and in the aggregate principal amount set forth in, this Agreement shallhave been obtained and made, in each case free of any conditions other thanthose set forth in this Agreement.

(vii)                         *New SecurityDocuments*. The Issuer and the Subsidiary Guarantors shall have furnishedto the Purchaser:

(A)          theNew Security Documents duly executed, and if appropriate, notarized, by therespective parties thereto, in form and substance reasonably

 

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acceptable to the Purchaser, to be recorded on or about the ClosingDate in all jurisdictions that may be deemed necessary or, in the reasonableopinion of the Secured Party, desirable to perfect or continue the perfectionof the Liens created by the Original Security Documents covering the Collateraland to secure obligations of the Issuer and the Subsidiary Guarantors under theNew Notes,

(B)           endorsementsto the existing title insurance policies insuring the liens of the OriginalSecurity Documents (I) increasing the coverage thereunder to reflect theissuance of the New Notes, (II) dating down the effective date of such coverageto the Closing Date, (III) reflecting the execution and delivery of the NewSecurity Documents, and (IV) providing for such other matters as the Purchasermay reasonably require, all in form and substance reasonably satisfactory tothe Purchaser, and

(C)           anyother documents required to be delivered on the Closing Date to the SecuredParty pursuant to the Security Documents and reasonable evidence that all otheractions necessary or, in the reasonable opinion of the Secured Party, desirableto perfect and protect the Liens created by the Security Documents have beentaken.

(viii)                        *New Notes*.The obligations of the Purchaser to purchase the Tranche 2 Notes under thisAgreement are subject to the prior issuance, sale and purchase of the Tranche 1Notes pursuant to this Agreement.

(ix)                           *AdditionalDocuments*. Counsel to the Purchaser shall have been furnished withsuch documents as they may reasonably require for the purpose of enabling themto review or pass upon the matters referred to in this Section 6 and inorder to evidence the accuracy, completeness and satisfaction of therepresentations, warranties and conditions contained in this Agreement.

(b)  *Conditions to the Issuers' and the Subsidiary Guarantors' Obligations*.The obligations of the Issuers to sell, and the Subsidiary Guarantors toguarantee, the New Notes under this Agreement are subject to the satisfactionor waiver of each of the following conditions:

(i)                            *Payment*.The Purchaser shall have delivered payments to the Issuers for the New Notespursuant to Section 2 of this Agreement.

(ii)                           *Representationsand Warranties*. All of the representations and warranties of thePurchaser in this Agreement shall be true and correct in all material respectsat and as of the Closing Date, with the same force and effect as if made on andas of such date.

(iii)                          *NoInjunctions*. No injunction, restraining order or order of any natureby a Governmental Authority shall have been issued as of the Closing Date thatwould prevent or interfere with the issuance and sale of the New Notes; and nostop order suspending the qualification or exemption from qualification of anyof the New Notes in any

 

 

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jurisdiction shall have been issued and no Proceeding for that purposeshall have been commenced or be pending or contemplated as of the Closing Date.

**7.  *Miscellaneous.***

(a)  *Notices*. Notices given pursuant to any provision of thisAgreement shall be delivered or sent by mail or facsimile transmission asfollows:

(i)            ifto any of the Issuers and the Subsidiary Guarantors, to Diamond Jo Worth, LLC,3rd Street Ice Harbor, P.O. Box 1750, Dubuque,lowa 52001, facsimile number (563) 557-0549, Attention: Chief FinancialOfficer, with a copy to Peninsula Gaming Partners, LLC, 7137 Mission Hills Drive,Las Vegas, Nevada 89113, facsimile number (702) 247-6822, Attention: Michael S.Luzich, and another copy to Mayer, Brown, Rowe & Maw, LLP, 1675 Broadway,New York, New York 10019, facsimile number (212) 262-1910, Attention: NazimZilkha, Esq., and

(ii)           ifto the Purchaser, to Jefferies & Company, Inc., 520 Madison Avenue, l2thFloor, New York, New York 10022, Attention: Lloyd Feller, Esq., with a copy toJefferics & Company, lnc., The Metro Center, One Station Place, ThreeNorth, Stamford, Connecticut 06902, Attention: Robert J. Welch, and with a copyto Skadden, Arps, Slate, Meagher & Flom LLP, 300 South Grand Avenue, Suite3400, Los Angeles, California 90071, facsimile number (213) 687-5600,Attention: Nicholas P. Saggese, Esq.

or in any case to such other address as the person to be notified mayhave requested in writing.

(b)  *Successors and Assigns*. This Agreement has been and is madesolely for the benefit of and shall be binding upon each of the Issuers and theSubsidiary Guarantors, the Purchaser, and their respective heirs, executors,administrators, successors and assigns, all as and to the extent provided inthis Agreement, and no other person shall acquire or have any right under or byvirtue of this Agreement. The term "successors and assigns" shall notinclude a purchaser of any of the New Notes from the Purchaser merely becauseof such purchase. This Agreement shall not be assigned by the Purchaser to anyother party without the written consent of the issuers.

(c)  *GOVERNING LAW*. THIS AGREEMENT SHALL BE CONSTRUED ANDINTERPRETED, AND THE RIGHTS OF TIIE PARTIES SHALL BE DETERMINED IN ACCORDANCEWITH THE LAWS OF THE STATE OF NEW YORK, INCLUDING, WITHOUT LIMITATION, SECTIONS5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAWS AND RULE 327(b) OFTHE NEW YORK CIVIL PRACTICE LAWS AND RULES. EACH OF THE ISSUERS AND THESUBSIDIARY GUARANTORS HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY NEWYORK STATE COURT SITTING IN THE BOROUGH OF MANHATTAN IN THE CITY OF NEW YORK ORANY FEDERAL COURT SITTING IN THE BOROUGH OF MANHATTAN IN THE CITY OF NEW YORKIN RESPECT OF ANY SUIT, ACT1ON OR PROCEEDING ARISING OUT OF OR RLLA'TING TOTHIS AGREEMENT, AND IRREVOCABLY ACCEPTS FOR ITSELF AND IN RESPECT OF ITSPROPERTY, GENERALLY AND UNCONDITIONALLY,

 

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JURISDICTION OF THE AFORESAID COURTS, EACH OF THE ISSUERS AND THESUBSIDIARY GUARANTORS IRREVOCABLY WAIVES, TO THE FULLEST EXTENT IT MAYEFFEC'T'IVELY DO SO UNDER APPLICABLE LAW, TRIAL BY JURY AND ANY OBJECTION THATIT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUCH SUIT,ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT AND ANY CLAIM THAT ANY SUCHSUIT, ACTION OR PROCEEDINGS BROUGHT IN SUCH COURT HAS BEEN BROUGHT IN ANINCONVENIENT FORUM. EACH OF THE ISSUERS AND THE SUBSIDIARY GUARANTORS IRREVOCABLYCONSENTS, TO THE FULLEST EXTENT IT MAY EFFECTIVELY DO SO UNDER APPLICABLE LAW,TO THE SERVICE OF PROCESS OF ANY OF THE AFOREMENTIONED COURTS IN ANY SUCHACTION OR PROCEEDING BY THE MAILING OF COPIES THEREOF BY REGISTERED ORCERTIFIED MAIL, POSTAGE PREPAID, TO SUCH ISSUER OR SUCH GUARANTOR, AS THE CASEMAY BE, AT THE ADDRESS SET FORTH IIEREIN, SUCH SERVICE TO BECOME EFFECTIVE 30DAYS AFTER SUCH MAILING. NOTHING HEREIN SHALL AFFECT THE RIGHT OF THE PURCHASERTO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO COMMENCE LEGALPROCEEDINGS OR OTHERWISE PROCEED AGAINST ANY OF THE ISSUERS OR THE SUBSIDIARYGUARANTORS IN ANY OTHER JURISDICTION.

(d)  *Counterparts*. This Agreement may be signed in variouscounterparts which together shall constitute one and the same instrument.

(e)  *Headings*. The headings in this Agreement are for convenienceof reference only and shall not limit or otherwise affect the meaning hereof.When a reference is made in this Agreement to a Section, paragraph,subparagraph, Schedule or Exhibit, such reference shall mean a Section,paragraph, subparagraph, Schedule or Exhibit to this Agreement unless otherwiseindicated.

(f)  *Interpretation*. The words "**include**,""**includes**," and "**including**" when used in this Agreement shall be deemedin each case to be followed by the words "**withoutlimitation**." The phrases "**the date ofthis Agreement**," "**the date hereof**,"and terms of similar import, unless the context otherwise requires, shall bedeemed to refer to December 22, 2006. The words "**hereof**,""**herein**," "**herewith**," "**hereby**"and "**hereunder**" and words of similarimport shall, unless otherwise stated, be construed to refer to this Agreementas a whole and not to any particular provision of this Agreement. The phrase"**to the knowledge of the Issuers and the SubsidiaryGuarantors**" means the actual knowledge, after due inquiry, ofany of the members, managers, directors or officers of any of the Issuers orthe Subsidiary Guarantors, respectively, or any of their respective controllingpersons. For purposes of this Agreement and the representations, warranties,covenants and agreements herein, the Purchaser shall not be deemed to be anaffiliate of the Issuers or the Subsidiary Guarantors. Unless the contextotherwise requires, defined terms shall include the singular and plural and theconjunctive and disjunctive forms of the terms defined.

(g)  *Severability*. If any term, provision, covenant orrestriction of this Agreement is held by a court of competent jurisdiction tobe invalid, illegal, void or unenforceable, the remainder of the terms,provisions, covenants and restrictions set forth herein

 

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shall remain in full force and effect and shall in no way be affected,impaired or invalidated, and the parties hereto shall use their best efforts tofind and employ an alternative means to achieve the same or substantially thesame result as that contemplated by such term, provision, covenant orrestriction. It is hereby stipulated and declared to be the intention of theparties that they would have executed the remaining terms, provisions,covenants and restrictions without including any of such that may be hereafterdeclared invalid, illegal, void or unenforceable.

(h)  *Amendment*. This Agreement may be amended, modified orsupplemented, and waivers or consents to departures from the provisions hereofmay be given, provided that the same are in writing and signed by each of thesignatories hereto.

[*signaturepages follow*]

 

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                Please confirm that the foregoing correctly setsforth the agreement among the Issuers, the Subsidiary Guarantors and thePurchaser.

|            | ** ** | **Very  truly yours,**                     |
|------------|------------|--------------------------------------------|
| ** ** | ** ** | ** **                                 |
| ** ** | ** ** | **“Issuers”**                    |
| ** ** | ** ** | ** **                                 |
| ** ** | ** ** | ** **                                 |
| ** ** | ** ** | **Peninsula Gaming, LLC**                  |
| ** ** | ** ** | ** **                                 |
|       |       | By:                                        | /s/ Natalie Schramm |
|       |       | Name: Natalie  Schramm                     |
|       |       | Title:   Chief Financial Officer |
|       |       |                                       |
|       |       |                                       |
| ** ** | ** ** | **Peninsula Gaming, Corp.**                |
| ** ** | ** ** | ** **                                 |
|       |       | By:                                        | /s/ Natalie Schramm |
|       |       | Name: Natalie  Schramm                     |
|       |       | Title:   Chief Financial Officer |
|       |       |                                       |
|       |       |                                       |
| ** ** | ** ** | **Diamond Jo, LLC**                        |
| ** ** | ** ** | ** **                                 |
|       |       | By:                                        | /s/ Natalie Schramm |
|       |       | Name: Natalie  Schramm                     |
|       |       | Title:   Chief Financial Officer |
|       |       |                                       |
|       |       |                                       |
|       |       | “Subsidiary Guarantors”          |
|       |       |                                       |
|       |       |                                       |
| ** ** | ** ** | **The Old Evangeline Downs, LLC**          |
| ** ** | ** ** | ** **                                 |
|       |       | By:                                        | /s/ Natalie Schramm |
|       |       | Name: Natalie  Schramm                     |
|       |       | Title:   Chief Financial Officer |
|            |            |                                            |  |  |

 

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| Accepted and Agreed to:          |
|----------------------------------|
|                             |
| **Jefferies & Company, Inc** |
| ** **                       |
| By:                              | /s/ Christian  Morris |   |
|                             | Name: Christian  Morris |   |
|                             | Title: Managing  Director |   |

 

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