**Exhibit4.26**

**FOURTHAMENDMENT TO LOAN AND SECURITY AGREEMENT AND CONSENT**

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

**W I T N ES S E T H:**

WHEREAS, Borrowers,Agent, and the Lenders are parties to that certain Loan and Security Agreementdated as of June 16, 2004, as amended by that certain First Amendment to Loanand Security Agreement dated as of November 10, 2004, that certain SecondAmendment to Loan and Security Agreement dated as of July 12, 2005, and thatcertain Third Amendment to Loan and Security Agreement and Consent dated as ofDecember 6, 2006 (the “Third Amendment”), and as supplemented by thatcertain Borrower Supplement No. 1 dated as of May 13, 2005 (as amended andsupplemented and as otherwise amended, restated, supplemented or otherwisemodified from time to time, the “Loan Agreement”; capitalized terms usedherein and not otherwise defined herein shall have the meanings ascribed tosuch terms in the Loan Agreement), pursuant to which the Lender Group hasagreed to make the Term Loan, Advances and other extensions of credit toBorrowers from time to time pursuant to the terms and conditions thereof andthe other Loan Documents;

WHEREAS, Borrowers haverequested that the Lenders, notwithstanding the provisions of Sections7.2,  Liens, and 7.4, Disposalof Assets, of the Loan Agreement, agree to permit DJL to (a) lease of thatcertain building forming part of the Ice Harbor Facility known as the “PortsideBuilding” to the Dubuque County Historical Society (the “Historical Society”)or its designee and (b) transfer ownership of the Diamond Jo Vessels to theHistorical Society or its designee, as more fully described in that certainOffer to Purchase Real Estate, Acceptance and Lease dated September 27, 2006(the “Offer Letter”), between DJL and the Historical Society (such leaseand transfer and the other related transactions described in the Offer Letter,collectively, the “Ice Harbor Transaction”), and the Lenders are willingto consent to the Ice Harbor Transaction on the terms and conditions providedherein;

WHEREAS, Borrowers havefurther requested that the Lenders, notwithstanding the provisions of Section7.20(b), Capital Expenditures, of the Loan Agreement, agree to permitDJL to make, in addition to the capital expenditures permitted by Sections7.20(b)(i) and 7.20(b)(ii) of the Loan Agreement and the Third Amendment,capital expenditures in an aggregate amount not to exceed $55,000,000 for theDubuque Casino Project (as defined in Section 2 of this Amendment), and theLenders are willing to agree to the requested consent on the terms andconditions provided herein;

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WHEREAS, Borrowersfurther requested that certain terms and conditions of the Loan Agreement beamended, and the Lender Group and, by their respective acknowledgment hereof,Guarantors have agreed to the requested amendments on the terms and conditionsprovided herein;

NOW THEREFORE, inconsideration of the foregoing premises and other good and valuableconsideration, the receipt and sufficiency of which are hereby acknowledged,the parties hereto hereby agree as follows:

1.             Consent.  (a) The Lenders hereby consent to the IceHarbor Transaction, so long as:

(i)            no Default or Eventof Default has occurred and is continuing or would result as a consequencethereof;

(ii)           Agent receives, onor prior to the date hereof, a true and correct copy of the Offer Letter andthe Lease (as defined in the Offer Letter), duly executed by the partiesthereto and in form and substance satisfactory to Agent, such documents to bedeemed satisfactory to Agent if such documents are in the form presented toAgent on November 15, 2006; and

(iii)          DJL shall obtainownership of the Expansion Tract (as defined in the Offer Letter) as describedin the Offer Letter pursuant to instruments, agreements and documents in formand substance reasonably satisfactory to Agent, and Agent shall have received,within 10 days of the date on which DJL obtains ownership of the ExpansionTract (or such later time to which Agent agrees in its sole and absolutediscretion):

(A)          true and correct copies of suchinstruments, agreements and documents, duly executed by the parties thereto andaccompanied by a certificate of an Authorized Person of Borrowers so stating,

(B)           all executed agreements, instrumentsand other documents required by Section 4.4 of the Loan Agreement, and allMortgage Policies, to create, perfect and insure Liens in favor of Agent on theExpansion Tract, in form and substance reasonably satisfactory to Agent,

(C)           opinions of DJL’s counsel (includingIowa counsel), in form and substance reasonably satisfactory to Agent, and

(D)          a Subordination of Mortgage withrespect to the Indenture Trustee’s Mortgage (as defined in the Indenture) onthe Expansion Tract, duly executed by the Indenture Trustee.

(b)           The Lenders herebyconsent to the making by DJL of capital expenditures, in addition to thecapital expenditures permitted by Sections 7.20(b)(i) and 7.20(b)(ii) of the LoanAgreement and the Third Amendment, in an aggregate amount not to exceed$5,000,000****for the Dubuque Casino Project priorto the acquisition by DJL of the Expansion Tract, so long

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as no Default orEvent of Default has occurred and is continuing or would result as aconsequence thereof.

(c)           The Lenders herebyfurther consent to the making by DJL of capital expenditures, in addition tothe capital expenditures permitted by Sections 7.20(b)(i) and 7.20(b)(ii) ofthe Loan Agreement, the Third Amendment and Section 1(b) this Amendment, in anaggregate amount not to exceed, together with the capital expenditurespermitted by Section 1(b) of this Amendment, $55,000,000****forthe Dubuque Casino Project, so long as no Default or Event of Default hasoccurred and is continuing or would result as a consequence thereof.

2.             Amendmentsto the Loan Agreement.

(a)           Section 1.1 of theLoan Agreement, Definitions, is hereby modified and amended by deletingthe definitions of “Fee Letter”, “Gaming Property”, “IceHarbor Facility” and “Maximum Revolver Amount” in their respectiveentirety from such Section and inserting in lieu thereof, respectively, thefollowing:

““Fee Letter”means that certain second amended and restated fee letter, dated as of December22, 2006, between Borrowers and Agent, in form and substance satisfactory toAgent.

“Gaming Property”or “Gaming Properties” means one or more of the foregoing:  (a) the Diamond Jo Vessels; (b) the casinoand racetrack located in Opelousas, St. Landry Parish, Louisiana; (c) theDubuque Casino Project, in each case, so long as it is owned by Borrowers or aRestricted Subsidiary; and (d) any other gaming facility or gaming operationowned and controlled or to be owned and controlled after the Closing Date byBorrowers or a Restricted Subsidiary and that contains, or that based upon aplan approved by the applicable Borrower’s Managers will contain upon thecompletion of the construction or development thereof, an aggregate of at least500 slot machines or other gaming devices, provided, in each case, that theproperty and assets (other than Excluded Assets) of such Gaming Propertyconstitute Collateral.

“Ice Harbor Facility”means the Diamond Jo Vessels (or either of them), the Dubuque Casino, the RealProperty relating to the foregoing, including, without limitation, theExpansion Tract, and the Lease.

“Maximum RevolverAmount” means $65,000,000.”

(b)           Section 1.1 of theLoan Agreement, Definitions, is hereby further modified and amended byamending and restating clause (h) of the definition of “PermittedDispositions” in its entirety as follows:

“(h) so long as no Eventof Default has occurred and is then continuing, dispositions of assets (otherthan, without the prior written consent of Agent (in its sole and absolutediscretion), FF&E Collateral) with an aggregate fair market value not toexceed $2,000,000 during the term of this Agreement”

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(c)           Section 1.1 of theLoan Agreement, Definitions, is hereby further modified and amended byadding the following definition thereto in the appropriate alphabetical order:

““Dubuque Casino”means that certain moored barge facility (as that term is defined under IowaCode Section 99F.1(17) and Iowa Administrative Code Section 491-5.6) to be usedas a gaming and casino facility and to be constructed by DJL on Real Propertythat is part of the Ice Harbor Facility.”

“Dubuque CasinoProject” means the project to design, develop, construct, equip and operatethe Dubuque Casino.

“Expansion Tract”means that certain 2.4 acre tract of property located in Dubuque, Iowa withinthe “Ice Harbor” and contiguous to Real Property owned by DJL, which tract DJLhas agreed to purchase from the Dubuque County Historical Society pursuant tothe terms of the Offer Letter.

“Offer Letter”means that certain Offer to Purchase Real Estate, Acceptance and Lease, datedSeptember 27, 2006, between DJL and the Dubuque County Historical Society.”

(d)           Section 2.1 of theLoan Agreement, Advances, is hereby modified and amended by amending andrestating subsection (b) of such Section in its entirety as follows:

“(b)         Anything to the contrary in this Section2.1 notwithstanding, Agent shall have the right to establish reserves insuch amounts, and with respect to such matters, as Agent in its PermittedDiscretion shall deem necessary or appropriate, against the Borrowing Base,including reserves with respect to (i) sums that Borrowers are required to pay(such as taxes, assessments, insurance premiums, or, in the case of leasedassets, rents or other amounts payable under such leases) and has failed to payunder any Section of this Agreement or any other Loan Document, and (ii)amounts owing by Borrowers or their Subsidiaries to any Person to the extentsecured by a Lien on, or trust over, any of the Collateral (other than anyexisting Permitted Lien set forth on Schedule P-1 which is specificallyidentified thereon as entitled to have priority over the Agent’s Liens), whichLien or trust, in the Permitted Discretion of Agent, likely would have apriority superior to the Agent’s Liens (such as Liens or trusts in favor oflandlords, warehousemen, carriers, mechanics (including, without limitation,any Liens in favor of mechanics or subcontractors arising in connection withthe Racino Project, the OED Hotel Project or the Dubuque Casino Project),materialmen, laborers, or suppliers, or Liens or trusts for ad valorem, excise,sales, or other taxes where given priority under applicable law) in and to suchitem of the Collateral.”

(e)           Section 5.1 of theLoan Agreement, No Encumbrances, is hereby modified and amended byamending and restating such Section in its entirety as follows:

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“**5.1        No Encumbrances**.  Each Borrower and its Subsidiaries has goodand indefeasible title to their personal property assets and good andmarketable title to their Real Property, including the Diamond Jo Vessels andthe Real Property comprising the Racino Project, the Ice Harbor Facility (otherthan the Dubuque Casino), and, upon the commencement thereof, the OED HotelProject and the Dubuque Casino Project, in each case free and clear of Liensexcept for Permitted Liens and except for defects in title that do notinterfere in any material respect with its ability to conduct its business orto utilize such property for its intended purpose.”

(f)            Section 5 of theLoan Agreement, Representations and Warranties, is hereby modified andamended by adding the following to the end of such Section:

“**5.23      Dubuque Casino Project**.  The Dubuque Casino will not be a vessel orother seagoing vehicle subject to registration with, or regulation by, theState of Iowa, the United States or any similar Governmental Authority.”

(g)           Section 6.2 of theLoan Agreement, Reporting, is hereby modified and amended by amendingand restating subsection (a) of such Section in its entirety as follows:

“(a) a detailed itemizedreport reflecting the prior months and year-to-date revenues from the DiamondJo Vessels, any Gaming Vessels, the Dubuque Casino, the racetrack, off-trackbetting parlors (including video poker revenues) and out-of-state satelliteoperations,”

(h)           Section 6.2 of theLoan Agreement, Reporting, is hereby further modified and amended byadding the following subsection (c) to such Section in the appropriatealphabetical location:

“(c) a detailed itemizedreport showing actual and estimated construction costs and a statementreflecting the construction related costs incurred or reasonably expected to beincurred by Borrowers in connection with the OED Hotel Project and the DubuqueCasino Project prior to or through the construction completion date and anyvariances thereof,”

(i)            Section 6.3 of theLoan Agreement, Financial Statements, Reports, Certificates, is herebymodified and amended by adding the following subsection (g) to such Section inthe appropriate alphabetical location:

“(g)         as soon as any Borrower has knowledgethat the construction of the OED Hotel or the Dubuque Casino cannot becompleted, or has knowledge that such Borrower cannot meet its obligationsunder any construction documents, notice thereof and a statement of the curativeaction that Borrowers propose to take with respect thereto,”

(j)            Section 6.3 of theLoan Agreement, Financial Statements, Reports, Certificates, is herebyfurther modified and amended by amending and restating subsection (h) of suchSection in its entirety as follows:

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“(h)         as soon as any Borrower has knowledgethereof, notice of any proposed legislation or administrative actionspecifically affecting any Borrower’s or any Subsidiary of a Borrower’s gamingactivities, the Racino Project, the Ice Harbor Facility, the Dubuque CasinoProject or the OED Hotel Project submitted to the floor for business before anyGovernmental Authority in the state of Louisiana or Iowa (including the statelegislature or any committee thereof),”

(k)           Section 6 of the LoanAgreement, Affirmative Covenants, is hereby modified and amended byadding the following to the end of such Section:

“**6.22      Diamond Jo VesselsTransfer**.  In the eventDJL transfers the Diamond Jo Vessels pursuant to the Offer Letter, (a) theinstruments, agreements and documents evidencing such transfer shall be in formand substance reasonably satisfactory to Agent, true and correct copies ofwhich shall have been provided to Agent, and Agent shall have received acertificate of an Authorized Person of Borrowers so stating, (b) at the time ofsuch transfer, the Dubuque Casino Project shall be operating and (c) if Agentand Lenders are asked to release their Liens on the Diamond Jo Vessels, Agentshall have received evidence, in form and substance reasonably satisfactory toAgent, of the release of the Diamond Jo Vessels from the Security Documents (asdefined in the Indenture), prior to the release by Agent and Lenders of theirLiens.  Lenders authorize Agent to releaseany and all Liens held by Agent pursuant to the Loan Documents against theDiamond Jo Vessels upon the completion of the transfer of the Diamond JoVessels pursuant to the Offer Letter and Agent’s receipt of the items describedin the immediately preceding sentence. Agent and Lenders acknowledge that, upon the completion of the transferof the Diamond Jo Vessels pursuant to the Offer Letter and Agent’s receipt ofthe items described in the immediately preceding sentence, neither Agent norLenders shall have a continuing right or interest in the Diamond Jo Vessels.”

(l)            Section 7.1 of theLoan Agreement, Indebtedness, is hereby modified and amended by amendingand restating subsection (c) of such Section in its entirety as follows:

“(c)         Indebtedness represented by CapitalizedLease Obligations or Purchase Money Obligations; provided, that (i) neither OEDnor DJL shall in any way be or become obligated with respect to any suchIndebtedness incurred in connection with the Worth County Project, (ii) noAdvances hereunder are utilized for the purchase or lease of FF&E financedwith such Indebtedness, and (iii) the aggregate principal amount of suchIndebtedness outstanding at any time does not exceed an amount equal to$7,500,000 times the number of Gaming Properties owned and controlled by any ofthe Borrowers or their respective Restricted Subsidiaries on the date ofincurrence of such Indebtedness;”

(m)          Section 7.1 of theLoan Agreement, Indebtedness, is hereby modified and amended by amendingand restating subsection (g) of such Section in its entirety as follows:

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“(g)         Indebtedness outstanding under (i) theSenior Note Documents in an aggregate principal amount outstanding not toexceed $255,000,000 at any time and (ii) the OED Note Documents in an aggregateprincipal amount outstanding not to exceed $6,910,000 at anytime;”

(n)           Section 7.4 of theLoan Agreement, Disposal of Assets, is hereby modified and amended byamending and restating subsection (a) of such Section in its entirety asfollows:

“(a)         Make any sale, lease, exchange, orother disposition, in one or a series of related transactions, of the OEDHotel, or of all or any portion of the assets of Borrowers that compose the IceHarbor Facility, the Dubuque Casino Project or the Racino Project (in eachcase, other than a sale or other disposition that is a Permitted Disposition);”

(o)           Section 7.4 of theLoan Agreement, Disposal of Assets, is hereby further modified andamended by amending and restating the introduction to subsection (b) of suchSection in its entirety as follows:

“Make any AssetSale other than Permitted Dispositions; provided, however, thatan Asset Sale (other than a Permitted Disposition, an Asset Sale of the OEDHotel, an Asset Sale comprised of any assets that compose the Ice HarborFacility, the Dubuque Casino Project or the Racino Project or, to the extentnot otherwise covered in the foregoing, an Asset Sale of any FF&ECollateral) may be made if:”

(p)           Section 8 of theLoan Agreement, Events of Default, is hereby modified and amended byamending and restating Section 8.16 of such Section in its entirety as follows:

“**8.16.**     If any Governmental Authority (includingthe Louisiana state legislature) restricts the ability of any Borrower tooperate, or restricts, limits or prohibits any Borrower from operating, itsgaming business as conducted on the Closing Date or as otherwise permitted byAgent, and such restriction, limit or prohibition results in a Material AdverseChange;”

(q)           Section 8 of theLoan Agreement, Events of Default, is hereby further modified andamended by adding the following Section 8.17 to such Section in the appropriatenumerical location:

“**8.17.**     If Agent fails to receive evidence of (a)on or prior to June 30, 2008, the completion of at least 50% of theconstruction of the Dubuque Casino and (b) on or prior to December 31, 2008,the completion of 100% of the construction of the Dubuque Casino;”

(r)            Schedules C-1, Commitments,and 5.5, Locations of Equipment, to the Loan Agreement are herebymodified and amended by replacing such Schedules with the correspondingSchedules attached hereto.

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3.             No OtherAmendments or Waivers.  Except inconnection with the amendments and the consent set forth above, the execution,delivery and effectiveness of this Amendment shall not operate as an amendmentof any right, power or remedy of Agent or the Lenders under the Loan Agreementor any of the other Loan Documents, nor constitute a waiver of any provision ofthe Loan Agreement or any of the other Loan Documents.  Except for the amendments set forth above,the text of the Loan Agreement and all other Loan Documents shall remainunchanged and in full force and effect and Borrowers hereby ratify and confirmtheir respective obligations thereunder. This Amendment shall not constitute a modification of the Loan Agreementor any of the other Loan Documents or a course of dealing with Agent or theLenders at variance with the Loan Agreement or the other Loan Documents such asto require further notice by Agent or the Lenders to require strict compliancewith the terms of the Loan Agreement and the other Loan Documents in thefuture, except as expressly set forth herein. Borrowers acknowledge and expressly agree that Agent and the Lendersreserve the right to, and do in fact, require strict compliance with all termsand provisions of the Loan Agreement and the other Loan Documents, as amendedherein.  Borrowers have no knowledge ofany challenge to Agent’s or any Lender’s claims arising under the LoanDocuments, or to the effectiveness of the Loan Documents.

4.             ConditionsPrecedent to Effectiveness.  

(a)           Section 1(b) of thisAmendment shall become effective as of the date hereof when, and only when,Agent shall have received, in form and substance satisfactory to Agent,counterparts of this Amendment duly executed and delivered by Borrowers, Agentand the Required Lenders.

(b)           Section 2(m) of thisAmendment shall become effective as of the date hereof when, and only when,Agent shall have received, in form and substance satisfactory to Agent:

(i)            counterparts ofthis Amendment duly executed and delivered by Borrowers, Agent and the RequiredLenders;

(ii)           true and correctcopies of that certain Purchase Agreement executed in connection with theissuance by Parent, DJL, and OED Capital of notes in the aggregate principalamount of $22,000,000****under theIndenture, together with all other instruments, agreements and documentsexecuted and/or delivered in connection therewith, each duly executed by theparties thereto, and Agent shall have received a certificate of an AuthorizedPerson of Parent so stating; and

(iii)          evidence in formand substance satisfactory to Agent that Borrowers shall have received alllicenses (including the Gaming Licenses), approvals or evidence of otheractions required by any Governmental Authority, including the LouisianaRegulatory Authorities and the Iowa Gaming Authorities, in connection with, tothe extent such licenses, approvals or evidence of other actions are sorequired, the incurrence of additional Indebtedness under the Senior NoteDocuments.

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(c)           The remainder ofthis Amendment shall become effective as of the date hereof when, and onlywhen, Agent shall have received, in form and substance satisfactory to Agent:

(i)            counterparts ofthis Amendment duly executed and delivered by Borrowers, Agent and the RequiredLenders;

(ii)           the amended andrestated fee letter among Borrowers and Agent, duly executed and delivered byBorrowers and Agent;

(iii)          updated SchedulesC-1 and 5.5 of the Loan Agreement;

(iv)          evidence that allconditions to the effectiveness of the consent to the Ice Harbor Transactionset forth in Section 1(a) of this Amendment shall have been satisfied;

(v)           amendments, each inform and substance satisfactory to Agent, modifying and amending the Diamond JoShip Mortgage and the Mortgages;

(vi)          a Subordination ofMortgage and a Subordination of Preferred Fleet Mortgage duly executed by theIndenture Trustee for each Mortgage (as defined in the Indenture)  in place on the date of the Loan Agreement;

(vii)         a letter dulyexecuted by the Indenture Trustee with respect to the Maximum Credit FacilityAmount (as defined in the Intercreditor Agreement);

(viii)        opinions ofBorrowers’ and Guarantors’ counsel (including, without limitation, admiraltycounsel, real estate counsel and regulatory counsel) in form and substancesatisfactory to Agent, such opinions to include (i) that the increase in theMaximum Revolver Amount is permitted to be made under the Indenture and thatsuch increase constitutes Credit Facility Indebtedness (as defined in theIntercreditor Agreement) and (ii) regulatory opinions as to the due issuanceand valid existence of Borrowers’ Gaming Licenses;

(ix)           evidence in formand substance satisfactory to Agent that Borrowers shall have received alllicenses (including the Gaming Licenses), approvals or evidence of otheractions required by any Governmental Authority, including the LouisianaRegulatory Authorities and the Iowa Gaming Authorities, in connection with (i)the execution and delivery by Borrowers of this Amendment and (ii) to the extentsuch licenses, approvals or evidence of other actions are so required, theconsummation of the transactions contemplated in the Offer Letter;

(x)            a detailed budgeton construction costs relating to the Dubuque Casino Project, in form andsubstance reasonably satisfactory to Agent; and

(xi)           such otherinformation, documents, instruments or approvals as Agent or Agent’s counselmay reasonably require.

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5.             Representationsand Warranties of Borrowers.  Inconsideration of the execution and delivery of this Amendment by Agent and theLenders, each Borrower hereby represents and warrants in favor of Agent and theLenders as follows:

(a)           as to each Borrower,the execution, delivery, and performance by such Borrower of this Amendmenthave been duly authorized by all necessary action on the part of such Borrower;

(b)           as to each Borrower,the execution, delivery, and performance by such Borrower of this Amendment donot and will not (i) violate any provision of federal, state, or local law orregulation applicable to any Borrower, the Governing Documents of any Borrower,or any order, judgment, or decree of any court or other Governmental Authoritybinding on any Borrower, (ii) conflict with, result in a breach of, orconstitute (with due notice or lapse of time or both) a default under anymaterial contractual obligation of any Borrower (including any of the SeniorNote Documents), (iii) result in or require the creation or imposition of anyLien of any nature whatsoever upon any properties or assets of any Borrower,other than Permitted Liens, or (iv) require any approval of any Borrower’smembers or shareholders or any approval or consent of any Person under anymaterial contractual obligation of any Borrower;

(c)           the execution,delivery, and performance by such Borrower of this Amendment do not and willnot require any registration with, consent or approval of, notice to, or otheraction with or by, any Governmental Authority or other Person, other than anyconsent or approval that has been obtained and remains in full force andeffect;

(d)           as to each Borrower,the Loan Documents to which such Borrower is a party (including, withoutlimitation, the Loan Agreement, this Amendment and all other documentscontemplated hereby), when executed and delivered by such Borrower, will be thelegally valid and binding obligations of such Borrower, enforceable againstsuch Borrower in accordance with their respective terms, except as enforcementmay be limited by equitable principles or by bankruptcy, insolvency,reorganization, moratorium, or similar laws relating to or limiting creditors’rights generally;

(e)           no Default or Eventof Default exists under the Loan Agreement or the other Loan Documents;

(f)            as of the datehereof, all representations and warranties of Borrowers set forth in the LoanAgreement and the other Loan Documents are true, correct and complete in allmaterial respects, except to the extent such representation or warrantyexpressly relates to an earlier date (in which case such statement was true andcorrect on and as of such earlier date); and

(g)           the Ice HarborTransaction is permitted under the Indenture.

6.             Counterparts.  This Amendment may be executed in multiplecounterparts, each of which shall be deemed to be an original and all of which,taken together, shall constitute one and the same agreement.  In proving this Amendment in any judicialproceedings, it shall not be necessary to produce or account for more than onesuch counterpart signed by the party against whom such enforcement issought.  Any signatures delivered by aparty by facsimile

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transmission or bye-mail transmission of an adobe file format document (also known as a PDF file)shall be deemed an original signature hereto.

7.             Reference to andEffect on the Loan Documents.  Uponthe effectiveness of this Amendment, on and after the date hereof, eachreference in the Loan Agreement to “this Agreement,” “hereunder,” “hereof” orwords of like import referring to the Loan Agreement, and each reference in theother Loan Documents to “the Loan Agreement” “thereunder,” “thereof” or wordsof like import referring to the Loan Agreement, shall mean and be a referenceto the Loan Agreement as amended hereby.

8.             Affirmation ofGuaranty.  By executing thisAmendment, each Guarantor hereby acknowledges, consents and agrees that all ofits obligations and liability under the Guaranty to which it is a party remainin full force and effect, and that the execution and delivery of this Amendmentand any and all documents executed in connection herewith shall not alter,amend, reduce or modify its obligations and liability under such Guaranty orany of the other Loan Documents to which it is a party.

9.             Costs, Expensesand Taxes.  Borrowers agree, jointlyand severally, to pay on demand all costs and expenses in connection with thepreparation, execution, and delivery of this Amendment and the otherinstruments and documents to be delivered hereunder, including, withoutlimitation, the fees and out-of-pocket expenses of counsel for Agent withrespect thereto and with respect to advising Agent as to its rights andresponsibilities hereunder and thereunder. In addition, Borrowers agree, jointly and severally, to pay any and allstamp and other taxes payable or determined to be payable in connection withthe execution and delivery of this Amendment and the other instruments anddocuments to be delivered hereunder, and agree to save Agent and the Lendersharmless from and against any and all liabilities with respect to or resultingfrom any delay in paying or omission to pay such taxes.  Borrowers hereby acknowledge and agree thatAgent may, without prior notice to Borrowers, charge such costs and fees toBorrowers’ Loan Account pursuant to Section 2.6(d) of the Loan Agreement.

10.           Section Titles.  The section titles contained in thisAmendment are included for the sake of convenience only, shall be withoutsubstantive meaning or content of any kind whatsoever, and are not a part ofthe agreement between the parties.

11.           Entire Agreement.  This Amendment and the other Loan Documentsconstitute the entire agreement and understanding between the parties heretowith respect to the transactions contemplated hereby and thereby and supersedeall prior negotiations, understandings and agreements between such parties withrespect to such transactions.

12.           GOVERNING LAW.  THE VALIDITY, INTERPRETATION AND ENFORCEMENTOF THIS AMENDMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.

13.           Loan Document.  This Amendment shall be deemed to be a LoanDocument for all purposes.

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IN WITNESSWHEREOF, the parties hereto have executed and delivered this Amendment as ofthe day and year first written above.
| **BORROWERS:**         | **DIAMOND JO, LLC,**a Delaware  limited liability company                                                                                                           |   | ** **                                     |
|------------------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|------------------------------------------------|
|                   | By:                                                                                                                                                                 |   |                                           |   |
|                   | Title:                                                                                                                                                              |   |                                           |   |
| ** **             | **THE OLD EVANGELINE DOWNS,  L.L.C.,**                                                                                                                              |   |                                           |
|                   | a Louisiana limited liability company                                                                                                                               |   |                                           |
|                   | By:                                                                                                                                                                 |   |                                           |   |
|                   | Title:                                                                                                                                                              |   |                                           |   |
| ** **             |                                                                                                                                                                |   |                                           |   |
| **AGENT AND LENDERS:** | **WELLS FARGO FOOTHILL, INC.,**                                                                                                                                     |   | ** **                                     |
|                   | a California corporation, as Agent and as a Lender                                                                                                                  |   |                                           |
|                   | By:                                                                                                                                                                 |   |                                           |   |
|                   | Title:                                                                                                                                                              |   |                                           |   |
| ** **             | **D.B. ZWIRN SPECIAL  OPPORTUNITIES FUND, L.P.**(formerly known as  Highbridge/Zwirn Special Opportunities Fund, L.P.) a Delaware limited  partnership, as a Lender |   |                                           |
|                   |                                                                                                                                                                | By:    | D.B. Zwirn Partners,  LLC, its General Partner |   |
|                   |                                                                                                                                                                | By:    | Zwirn Holdings, LLC,  its Managing Member      |   |
|                   | By:                                                                                                                                                                 |   |                                           |
|                   | Title:                                                                                                                                                              |   |                                           |
|                        |                                                                                                                                                                     |        |                                                |  |  |  |  |  |

 

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| **ACKNOWLEDGED AND** |                                                                                                              |   |
|----------------------|-------------------------------------------------------------------------------------------------------------------|--------|
| **AGREED:**          |                                                                                                              |   |
| **GUARANTORS:**      | **PENINSULA GAMING, LLC,**a  Delaware limited liability company                                                   |
|                 | By:                                                                                                               |   |
|                 | Title:                                                                                                            |   |
| ** **           | **PENINSULA GAMING CORP.**(formerly  known****as The Old Evangeline Downs Capital  Corp.), a Delaware corporation |
|                 | By:                                                                                                               |   |
|                 | Title:                                                                                                            |   |

 

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**SCHEDULE C-1**

**COMMITMENTS**

** **
| ** **                                   | ** ** | **Revolver ** | ** ** | **Term Loan ** | ** ** | **Total ** | ** ** |
|----------------------------------------------|------------|--------------------|------------|--------------------------|------------|-----------------|------------|
| **Lender**                                   | ** ** | **Commitment**     | ** ** | **Commitment**           | ** ** | **Commitment**  | ** ** |
| Wells Fargo Foothill,  Inc.                  |       | $                  | 51,000,000 |                     | $          | 10,083,333.34   |       | $ | 61,083,333.34 |   |
| D.B. Zwirn  Special Opportunities Fund, L.P. |       | $                  | 14,000,000 |                     | $          | 4,583,333.34    |       | $ | 18,583,333.34 |   |
|                                         |       |               |       |                     |       |            |       |
| All Lenders                                  |       | $                  | 65,000,000 |                     | $          | 14,666,666.68   |       | $ | 79,666,666.68 |   |

 

 

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