**Exhibit4.25**

**THIRDAMENDMENT TO LOAN AND SECURITY AGREEMENT AND CONSENT**

This THIRDAMENDMENT TO LOAN AND SECURITY AGREEMENT AND CONSENT (this “Consent”) isentered into as of December 6, 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 SecurityAgreement dated as of June 16, 2004, as amended by that certain First Amendmentto Loan and Security Agreement dated as of November 10, 2004, and that certainSecond Amendment to Loan and Security Agreement dated as of July 12, 2005, andas supplemented by that certain Borrower Supplement No. 1 dated as of May 13,2005 (as amended and supplemented and as otherwise amended, restated,supplemented or otherwise modified from time to time, the “Loan Agreement”;capitalized terms used herein and not otherwise defined herein shall have themeanings ascribed to such terms in the Loan Agreement), pursuant to which theLender Group has agreed to make the Term Loan, Advances and other extensions ofcredit to Borrowers from time to time pursuant to the terms and conditionsthereof and the other Loan Documents;

WHEREAS, Borrowershave requested that the Lenders, notwithstanding the provisions of Section7.20(b), Capital Expenditures, of the Loan Agreement, agree to permitOED to make, in addition to the capital expenditures permitted by Sections7.20(b)(i) and 7.20(b)(ii) of the Loan Agreement, capital expenditures in anaggregate amount not to exceed $25,000,000 for the project to design, develop,construct, equip and operate that certain hotel and event center to be owned byOED and connected****to the casino and racetrack ofOED in Opelousas, St. Landry Parish, Louisiana (the “OED Hotel”) (suchproject, the “OED Hotel Project”), and the Lenders are willing to agreeto the requested consent on the terms and conditions provided herein;

WHEREAS, Borrowershave further requested that certain terms and conditions of the Loan Agreementbe amended, 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.  The Lenders hereby consent to the making byOED of capital expenditures, in addition to the capital expenditures permittedby Sections 7.20(b)(i) and 7.20(b)(ii) of the Loan Agreement, in an aggregateamount not to exceed $25,000,000 for the 

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OED Hotel Project,so long as no Default or Event of Default has occurred and is continuing orwould result as a consequence thereof.

2.             Amendments tothe Loan Agreement.

(a)           Section 1.1 of the Loan Agreement, Definitions,is hereby modified and amended by deleting the definitions of “ApplicableMargin” and “Operating Assets” in their respective entirety fromsuch Section and inserting in lieu thereof, respectively, the following:

““Applicable Margin”means, as of any date of determination, effective as of July 1, 2006, theapplicable percentage indicated below that corresponds to Combined EBITDA forthe 12-month period ended immediately prior to the date of determination:

| Pricing Level | ** ** | **Combined  EBITDA as of  the end of each  fiscal quarter** | ** ** | **Applicable  Margin for  Revolving  Advances that  are Base Rate  Loans** | ** ** | **Applicable  Margin for  Revolving  Advances that  are LIBOR  Rate Loans** | ** ** | **Applicable  Margin for  Letter of  Credit Fee** | ** ** |
|--------------------|------------|-------------------------------------------------------------------------------------------|------------|------------------------------------------------------------------------------------------------|------------|-------------------------------------------------------------------------------------------------|------------|------------------------------------------------------------------|------------|
| Level I            |       | Less than  $35,000,000                                                                    |       | 0.50                                                                                           | %          | 3.00                                                                                            | %          | 2.50                                                             | %          |
| Level II           |       | Greater than  or equal to  $35,000,000,  but less than  $52,000,000                       |       | 0.25                                                                                           | %          | 2.50                                                                                            | %          | 2.50                                                             | %          |
| Level III          |       | Greater than  or equal to  $52,000,000,  but less than  $62,000,000                       |       | 0.00                                                                                           | %          | 2.25                                                                                            | %          | 2.25                                                             | %          |
| Level IV           |       | Greater than  or equal to  $62,000,000                                                    |       | 0.00                                                                                           | %          | 2.00                                                                                            | %          | 2.00                                                             | %          |

 

The Applicable Margin foreach Revolving Advance and the Letter of Credit Fee shall be determined as ofthe end of each fiscal quarter by reference to Combined EBITDA for the 12-monthperiod then ending; provided, however, that (a) no change in theApplicable Margin shall be effective until 3 Business Days after the date onwhich Agent receives financial statements pursuant to Section 6.3(a),and a certificate of the chief financial officer of Parent demonstrating suchamount, attaching thereto a schedule in form reasonably satisfactory to Agentof the computations used by Parent in determining such Combined EBITDA for suchpreceding 12 month period ending as of the end of the most recently endedfiscal quarter, and (b) the Applicable Margin shall be the interest rate marginset forth for Level I above with respect to the applicable Revolving Advancesand the 

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Letter of Credit Fee,respectively, (i) if Parent has not submitted to Agent the informationdescribed in clause (a) of this proviso as and when required under Section6.3(a), for so long as such information has not been received by Agent, and(ii) at the election of Agent or the Required Lenders, upon the occurrence andduring the continuation of any Event of Default (whether or not the DefaultRate of interest shall then be in effect).

“Operating Assets”means, collectively (i) the Ice Harbor Facility and (ii) the casino andracetrack and related Real Property owned by OED and located in Opelousas, St.Landry Parish, Louisiana, and the OED Hotel.”

(b)           Section 1.1 of the Loan Agreement, Definitions,is hereby further modified and amended by deleting the “and” appearingimmediately after clause (g) of the definition of “Permitted Dispositions”and by adding the following to the end of such definition:

“and (i) so long as no Event of Default has occurredand is then continuing, dispositions of Equipment used in connection with theoperation of the OED Hotel (other than FF&E Collateral) with an aggregatefair market value not to exceed $1,000,000 during the term of this Agreement”

(c)           Section 1.1 of the Loan Agreement, Definitions,is hereby further modified and amended by amending and restating clause (q) ofthe definition of “Permitted Lien” in its entirety as follows:

“(q)         leases or subleases of Real Property(other than the Real Property comprising the Racino Project, the OED HotelProject and the Ice Harbor Facility) granted to others that do not interfere inany material respect with the business of Borrowers or any of the RestrictedSubsidiaries or materially detract from the value of the relative assets ofBorrowers or any Restricted Subsidiary;”

(d)           Section 1.1 of the Loan Agreement, Definitions,is hereby further modified and amended by adding the following definitionsthereto in the appropriate alphabetical order:

““OED Hotel” meansthat certain hotel and event center to be owned by OED and connected to thecasino and racetrack of OED in Opelousas, St. Landry Parish, Louisiana.

“OED Hotel Project”means the project to design, develop, construct, equip and operate the OEDHotel.

“Patriot Act” hasthe meaning set forth in Section 17.10.

“Third AmendmentClosing Date” means December 6, 2006.”

(e)           Section 2.1 of the Loan Agreement, Advances,is hereby modified and amended by amending and restating subsection (b) of suchSection in its entirety as follows:

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“(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 or the OED Hotel Project), materialmen, laborers, orsuppliers, or Liens or trusts for ad valorem, excise, sales, or other taxeswhere given priority under applicable law) in and to such item of theCollateral.”

(f)            Section 5.1 of the Loan Agreement, NoEncumbrances, is hereby modified and amended by amending and restating suchSection in its entirety as follows:

“**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 and,upon the commencement thereof, the OED Hotel Project, in each case free andclear of Liens except for Permitted Liens and except for defects in title thatdo not interfere in any material respect with its ability to conduct itsbusiness or to utilize such property for its intended purpose.”

(g)           Section 6.2 of the Loan Agreement, Reporting,is hereby further modified and amended by amending and restating subsection (c)of such Section in its entirety as follows:

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

(h)           Section 6.3 of the Loan Agreement, FinancialStatements, Reports, Certificates, is hereby modified and amended byamending and restating subsection (g) of such Section in its entirety asfollows:

“(g)         as soon as any Borrower has knowledgethat the construction of the OED Hotel Project cannot be completed, or hasknowledge that such Borrower cannot meet its obligations under any constructiondocuments, 

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notice thereof and astatement of the curative action that Borrowers propose to take with respectthereto,”

(i)            Section 6.3 of the Loan Agreement, FinancialStatements, Reports, Certificates, is hereby further modified and amendedby amending and restating subsection (h) of such Section in its entirety asfollows:

“(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 or the OED HotelProject submitted to the floor for business before any Governmental Authorityin the state of Louisiana or Iowa (including the state legislature or anycommittee thereof),”

(j)            Section 6.20 of the Loan Agreement, IntentionallyOmitted, is hereby modified and amended by amending and restating suchSection in its entirety as follows:

“**Section 6.20       Post-Closing Conditions**.  Within 30 days after the Third AmendmentClosing Date (or such later date as Agent approves in writing, in its sole andabsolute discretion), deliver to Agent (a) a detailed budget on constructioncosts at the OED Hotel Project, in form and substance reasonably satisfactoryto Agent and (b) all executed agreements, instruments and other documentsrequired by Section 4.4 of the Loan Agreement, and all Mortgage Policies, tocreate, perfect and insure Liens in favor of Agent on any Real Propertyacquired after the Closing Date not currently subject to a Lien in favor ofAgent, in form and substance satisfactory to Agent.”

(k)           Section 6 of the Loan Agreement, AffirmativeCovenants, is hereby further amended and modified by adding the followingSection to the end of such Section:

“**Section 6.21       Patriot Act**.  Following any request therefor, provide alldocumentation and other information required by bank regulatory authoritiesunder applicable “know your customer” and anti-money laundering rules and regulations,including the Patriot Act.”

(l)            Section 7.4 of the Loan Agreement, Disposalof Assets, is hereby modified and amended by amending and restatingsubsection (a) of such Section in its entirety as follows:

“(a)         Make any sale, lease, exchange, or otherdisposition, in one or a series of related transactions, of the OED Hotel, orof all or any portion of the assets of Borrowers that compose the Ice HarborFacility or the Racino Project (in each case, other than a sale or otherdisposition that is a Permitted Disposition);”

(m)          Section 7.4 of the Loan Agreement, Disposalof Assets, is hereby further modified and amended by amending and restatingthe introduction to subsection (b) of such Section in its entirety as follows:

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“Make any Asset Saleother than Permitted Dispositions; provided, however, that anAsset Sale (other than a Permitted Disposition, an Asset Sale of the OED Hotel,an Asset Sale comprised of any assets that compose the Ice Harbor Facility orthe Racino Project or, to the extent not otherwise covered in the foregoing, anAsset Sale of any FF&E Collateral) may be made if:”

(n)           Section 8 of the Loan Agreement, Eventsof Default, is hereby modified and amended by amending and restatingSection 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 operating the RacinoProject or the Ice Harbor Facility in the manner contemplated on the ClosingDate or operating the OED Hotel Project in the manner contemplated on December6, 2006, and such restriction, limit or prohibition results in a Material AdverseChange;”

(o)           Section 8 of the Loan Agreement, Eventsof Default, is hereby further modified and amended by deleting “or” fromthe end of Section 8.19 of such Section, by deleting “.” from the end ofSection 8.20 of such Section and in place thereof inserting “; or” and byadding the following Section 8.21 to the end of such Section:

“**8.21.    **If, for a period of 30****consecutive days, any Governmental Authority terminates,suspends, amends, revokes, repeals or fails to renew any law, license,franchise, registration, qualification, finding of suitability or otherapproval or authorization required to enable any Borrower or any of itsSubsidiaries to own, operate, or otherwise conduct or manage the OED Hotel.”

(p)           Section 17 of the Loan Agreement, GeneralProvisions, is hereby amended and modified by adding the following Sectionto the end of such Section:

“**Section17.10  USA Patriot Act Notice**.  Agent (for itself and not on behalf of anyLender) and each Lender that is subject to the USA Patriot Act (Title III ofPub.L. 107 56 (signed into law October 26, 2001)) (the “Patriot Act”),hereby notify Borrowers, their Subsidiaries and Guarantors that, pursuant tothe requirements of the Patriot Act, it is required to obtain, verify andrecord information that identifies such Persons, or any of them, whichinformation includes the name and address of such Persons, or any of them, andother information that will allow such Lender or Agent, as applicable, toidentify such Persons, or any of them, in accordance with the Patriot Act.”

3.             Waiver. The Lenders hereby waive the requirements of Section 3 of that certainSecond Amendment to Loan and Security Agreement dated as of July 12, 2005,among DJL, OED, Diamond Jo Worth, LLC, the Lenders signatories thereto, andAgent; provided, however, that such waiver shall not in anymanner waive the requirements of Section 4.4 of the Loan Agreement.

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4.             No Other Amendments or Waivers.  Except in connection with the amendments andthe waiver set forth above, the execution, delivery and effectiveness of thisConsent shall not operate as an amendment of any right, power or remedy ofAgent or the Lenders under the Loan Agreement or any of the other LoanDocuments, nor constitute a waiver of any provision of the Loan Agreement orany of the other Loan Documents.  Exceptfor the amendments set forth above, the text of the Loan Agreement and allother Loan Documents shall remain unchanged and in full force and effect andBorrowers hereby ratify and confirm their respective obligations thereunder.  This Consent shall not constitute amodification of the Loan Agreement or any of the other Loan Documents or acourse of dealing with Agent or the Lenders at variance with the Loan Agreementor the other Loan Documents such as to require further notice by Agent or theLenders to require strict compliance with the terms of the Loan Agreement andthe other Loan Documents in the future, except as expressly set forthherein.  Borrowers acknowledge andexpressly agree that Agent and the Lenders reserve the right to, and do infact, require strict compliance with all terms and provisions of the LoanAgreement and the other Loan Documents, as amended herein.  Borrowers have no knowledge of any challengeto Agent’s or any Lender’s claims arising under the Loan Documents, or to theeffectiveness of the Loan Documents.

5.             Conditions Precedent to Effectiveness.  This Consent shall become effective as of thedate hereof when, and only when, Agent shall have received, in form andsubstance satisfactory to Agent:

(a)           counterparts of this Consent dulyexecuted and delivered by Borrowers, Agent and the Lenders;

(b)           opinions of Borrowers’ and Guarantors’counsel in form and substance satisfactory to Agent, such opinions to includeregulatory opinions as to the due issuance and valid existence of Borrowers’Gaming Licenses; and

(c)           evidence in form and substancesatisfactory to Agent that Borrowers shall have received all licenses(including the Gaming Licenses), approvals or evidence of other actionsrequired by any Governmental Authority, including the Louisiana RegulatoryAuthorities and the Iowa Gaming Authorities, necessary for the execution anddelivery by Borrowers of this Consent.

6.             Representations and Warranties of Borrowers.  In consideration of the execution and deliveryof this Consent by Agent and the Lenders, each Borrower hereby represents andwarrants in favor of Agent and the Lenders as follows:

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

(b)           as to each Borrower, the execution,delivery, and performance by such Borrower of this Consent do not and will not(i) violate any provision of federal, state, or local law or regulation applicableto any Borrower, the Governing Documents of any Borrower, or any order,judgment, or decree of any court or other Governmental Authority binding on anyBorrower, (ii) conflict with, result in a breach of, or constitute (with duenotice or lapse of time 

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or both) a default underany material contractual obligation of any Borrower (including any of theSenior Note Documents), (iii) result in or require the creation or impositionof any Lien of any nature whatsoever upon any properties or assets of anyBorrower, other than Permitted Liens, or (iv) require any approval of anyBorrower’s members or shareholders or any approval or consent of any Personunder any material contractual obligation of any Borrower;

(c)           the execution, delivery, andperformance by such Borrower of this Consent do not and will not require anyregistration with, consent or approval of, notice to, or other action with orby, any Governmental Authority or other Person, other than any consent orapproval that has been obtained and remains in full force and effect;

(d)           as to each Borrower, the LoanDocuments to which such Borrower is a party (including, without limitation, theLoan Agreement, this Consent and all other documents contemplated hereby), whenexecuted and delivered by such Borrower, will be the legally valid and bindingobligations of such Borrower, enforceable against such Borrower in accordancewith their respective terms, except as enforcement may be limited by equitableprinciples or by bankruptcy, insolvency, reorganization, moratorium, or similarlaws relating to or limiting creditors’ rights generally;

(e)           no Default or Event of Default existsunder the Loan Agreement or the other Loan Documents; and

(f)            as of the date hereof, allrepresentations and warranties of Borrowers set forth in the Loan Agreement andthe other Loan Documents are true, correct and complete in all materialrespects, except to the extent such representation or warranty expresslyrelates to an earlier date (in which case such statement was true and correcton and as of such earlier date).

7.             Counterparts. This Consent may be executed in multiple counterparts, each of whichshall be deemed to be an original and all of which, taken together, shallconstitute one and the same agreement. In proving this Consent in any judicial proceedings, it shall not benecessary to produce or account for more than one such counterpart signed bythe party against whom such enforcement is sought.  Any signatures delivered by a party byfacsimile transmission or by e-mail transmission of an adobe file formatdocument (also known as a PDF file) shall be deemed an original signaturehereto.

8.             Reference to and Effect on the Loan Documents.  Upon the effectiveness of this Consent, onand after the date hereof, each reference in the Loan Agreement to “thisAgreement,” “hereunder,” “hereof” or words of like import referring to the LoanAgreement, and each reference in the other Loan Documents to “the LoanAgreement” “thereunder,” “thereof” or words of like import referring to theLoan Agreement, shall mean and be a reference to the Loan Agreement as amendedhereby.

9.             Affirmation of Guaranty.  By executing this Consent, each Guarantorhereby acknowledges, consents and agrees that all of its obligations andliability under the Guaranty to which it is a party remain in full force andeffect, and that the execution and delivery of this Consent and any and alldocuments executed in connection herewith shall not alter, amend, 

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reduce or modify itsobligations and liability under such Guaranty or any of the other LoanDocuments to which it is a party.

10.           Costs, Expenses and Taxes.  Borrowers agree, jointly and severally, topay on demand all costs and expenses in connection with the preparation,execution, and delivery of this Consent and the other instruments and documentsto be delivered hereunder, including, without limitation, the fees andout-of-pocket expenses of counsel for Agent with respect thereto and withrespect to advising Agent as to its rights and responsibilities hereunder andthereunder.  In addition, Borrowersagree, jointly and severally, to pay any and all stamp and other taxes payableor determined to be payable in connection with the execution and delivery ofthis Consent and the other instruments and documents to be delivered hereunder,and agree to save Agent and the Lenders harmless from and against any and allliabilities with respect to or resulting from any delay in paying or omissionto pay such taxes.  Borrowers herebyacknowledge and agree that Agent may, without prior notice to Borrowers, chargesuch costs and fees to Borrowers’ Loan Account pursuant to Section 2.6(d) ofthe Loan Agreement.

11.           Section Titles.  The section titles contained in this Consentare included for the sake of convenience only, shall be without substantivemeaning or content of any kind whatsoever, and are not a part of the agreementbetween the parties.

12.           Entire Agreement.  This Consent 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.

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

14.           Loan Document.  This Consent shall be deemed to be a LoanDocument for all purposes.

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IN WITNESSWHEREOF, the parties hereto have executed and delivered this Consent as of theday 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:                                                                                                                                                             |   |

 

[Signatures continue onfollowing page.]

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[Signatures continued fromprevious page.]
| **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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