Bond Purchase Contract

EXHIBIT 10.64







City of Dubuque, Iowa

$23,025,000

Urban Renewal Tax Increment Revenue Bonds,

Taxable Series 2007



Bond Purchase Contract



October 1, 2007





City of Dubuque



Dubuque County, Iowa



Diamond Jo, LLC



Dubuque, Iowa



Ladies and Gentlemen:



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



1.Definitions.




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



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



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



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



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



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



2257255.03.00.B.doc

2147890/TEF/6.12.07
















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



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



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



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



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



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



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



M. "Parent" means Peninsula Gaming, LLC, a Delaware limited liability company and the Company's parent company.



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



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



2.Purchase, Sale and Delivery of the Bonds.




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



--
















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



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



3.Pre-Closing Deliveries.




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



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



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



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



--
















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



4.Representations and Warranties and Agreements of the City.




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



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



--
















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



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



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



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



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



--
















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



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



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



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



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



--
















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



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



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



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



5.Representations, Warranties and Agreements of the Company.




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



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



--
















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



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



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



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



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



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



--
















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



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



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



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



--
















K. No Default. ...