CASH COLLATERAL AND DISBURSEMENT AGREEMENT

Cash Collateral Agreement

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Title: CASH COLLATERAL AND DISBURSEMENT AGREEMENT
Governing Law: New York Date: 11/15/2005
Law Firm: Peninsula Gaming Partners, LLC

Exhibit 10

Exhibit 10.14

CASH COLLATERAL AND DISBURSEMENT AGREEMENT

among

U.S. BANK NATIONAL ASSOCIATION,

as the Disbursement Agent,

U.S. BANK NATIONAL ASSOCIATION,

as the Trustee,

and

DIAMOND JO WORTH, LLC

and

DIAMOND JO WORTH CORP.,

together, as the Issuers

Dated as of July 19, 2005

TABLE OF CONTENTS

1.	Definitions
	1.1	Defined Terms
	1.2	Additional Defined Terms
	1.3	Rules of Interpretation

2.	Establishment of Accounts
	2.1	Appointment of Disbursement Agent
	2.2	Establishment of Accounts
	2.3	Pledge Agreement
	2.4	Investment of Funds in Accounts
	2.5	Agency
	2.6	Waiver of Set-off Rights

3.	Disbursements from Accounts
	3.1	Conditions to Disbursement
	3.2	Method of Disbursement
	3.3	Disbursement Agent’s Compensation
	3.4	Transfer of Funds to the Trustee

4.	Agreements of the Issuers, the Disbursement Agent and the Trustee
	4.1	Disbursement Requests and Disbursements
	4.2	Insufficient Available Funds

5.	Interest Reserve
	5.1	Interest Disbursements
	5.2	Interest Reserve Account Amounts

6.	Certain Covenants
	6.1	Notice of Opening
	6.2	Issuers’ Officer’s Certificates
	6.3	Officer’s Certificate as Representation and Warranty

7.	Construction Disbursement Account
	7.1	Conditions to Initial Disbursements
	7.2	Conditions to Subsequent Disbursements
	7.3	Advance Disbursements
	7.4	Disbursements after an Event of Default
	7.5	Final Disbursement of Funds Following Opening
	7.6	First Disbursement Request

8.	Amendments to Construction Disbursement Budget; Amendments to Contracts; Amendments to Facility Cost Schedule and Cost Overruns
	8.1	Construction Disbursement Budget Amendment Process
	8.2	Contract Amendment Process

	8.3	Contracts Entered into after the Issue Date
	8.4	Facility Cost Schedule and Cost Overruns

9.	Events of Default
	9.1	Indenture
	9.2	Exception to Prior Disbursement
	9.3	Insufficient Funds
	9.4	Performance of Certain Obligations
	9.5	Failure to Deliver Collateral Agreements
	9.6	Abandonment of Facility
	9.7	Termination or Invalidity of Construction Documents

10.	Disbursed Funds Account
	10.1	Rights of the Issuers to Disbursed Funds Account
	10.2	Right to Substitute Disbursed Funds Account

11.	Indemnity
	11.1	Limitation of Liability
	11.2	Reliance on Certificates

12.	Indemnity

13.	Termination

14.	Substitution or Resignation
	14.1	Disbursement Agent

15.	Account Statement

16.	Notice

17.	Miscellaneous
	17.1	Waiver
	17.2	Invalidity
	17.3	No Authority
	17.4	Assignment
	17.5	Benefit
	17.6	Time
	17.7	Governing Law; Waiver of Jury Trial
	17.8	Entire Agreement; Amendments
	17.9	Notices
	17.10	Counterparts
	17.11	Captions
	17.12	Right to Consult Counsel
	17.13	Disputes

EXHIBITS

Exhibit A		Form of Initial Disbursements Certificate
Exhibit B-1		Form of Issuers’ Closing Certificate
Attachment A to Exhibit B-1		Form of Issuers’ Officer’s Certificate to Issuers’ Closing Certificate
Exhibit B-2		Form of Disbursement Agent’s Closing Certification
Exhibit B-3		Form of Trustee’s Closing Certification
Exhibit C		Form of Interest Disbursement Request
Exhibit D-1		Form of Construction Disbursement Request and Certificate
Attachment A to Exhibit D-1		Form of Issuers’ Officer’s Certificate to Construction Disbursement Request and Certificate
Exhibit D-2		Form of Advance Disbursement Request and Certificate
Attachment A to Exhibit D-2		Form of Issuers’ Officer’s Certificate to Advance Disbursement Request and Certificate
Exhibit D-3		Form of First Disbursement Officer’s Certificate
Exhibit E		Form of Construction Disbursement Budget Amendment Certificate
Exhibit F-1		Form of Contract Amendment Certificate
Exhibit F-2		Form of Additional Contract Certificate
Exhibit G		Form of Consent to Collateral Assignment of Contract
Exhibit H		Form of Pro Forma Title Policy
Exhibit I		Property Legal Description