EXHIBIT 4.54(F)


 


CONTROL AGREEMENT
CONCERNING DESIGNATED ACCOUNTS 


CONSISTING OF DEPOSIT
ACCOUNTS


 


This
Control Agreement Concerning Designated Accounts Consisting of Deposit Accounts
(this “Control Agreement”), dated as of February 28, 2006 by and among JALOU OF LAROSE, LLC, a Louisiana limited
liability company, (“Pledgor”), WELLS FARGO
BANK, NATIONAL ASSOCIATION (the “Trustee”) and HIBERNIA NATIONAL
BANK (the “Bank”), is
delivered pursuant to Section 3.4(b) of that certain security agreement
(as amended, amended and restated, supplemented or otherwise modified from time
to time, the “Security Agreement”), dated as of  February 8, 2002 made by Jacobs Entertainment,
Inc., f/k/a Gameco, Inc., and each of the Guarantors listed on the signature
pages thereto or from time to time party thereto by execution of a joinder
agreement, in favor of the Trustee for its benefit and the benefit of the
Holders of the Notes under the Indenture (as defined in the Security Agreement).
The Trustee and each Holder of the Notes are hereby termed the “Secured Parties.”  This Control Agreement is for the purpose of
perfecting the security interests of the Secured Parties granted by the
Pledgors in the Designated Accounts described below. All references herein to
the “UCC” shall mean the Uniform Commercial Code as in effect from time to time
in the State of New York. Capitalized terms used but not defined herein shall
have the meanings assigned to such terms in the Security Agreement.


 


Section 1.                                            Confirmation
of Establishment and Maintenance of Designated Accounts. The Bank hereby
confirms that (i) the Bank has established for the identified Pledgor and
maintains the deposit account(s) listed in Schedule 1 attached hereto
(such deposit account(s), together with each such other deposit account
maintained by any Pledgor with the Bank collectively, the “Designated
Accounts” and each a “Designated Account”), (ii) each Designated
Account is a “deposit account” as such term is defined in Article 9 of the UCC.
For avoidance of doubt, it is noted that the term “Designated Accounts” as used
in any security agreement means both the Designated Accounts hereunder and the
“Designated Accounts” in the comparable agreement entered into with respect to
any other Pledgor.


 


Section
2.                                            Control.
The Trustee shall at all times (A) have “control” (as defined in
Section 9-104 of the UCC) of any Designated Account and (B) be
authorized to direct the Bank to comply, without further consent of any Pledgor
or any person acting or purporting to act for any Pledgor being required, with
all instructions originated by the Trustee directing disposition of the funds
in the Designated Account. Each Pledgor, the Trustee, and the Bank agree that the Bank will comply with instructions
originated by the Trustee directing the disposition of the funds in any
Designated Account without further consent by any Pledgor. The Bank shall also
comply with instructions directing the disposition of funds in any Designated
Account originated by any Pledgor or its authorized representatives until such


 

















 


time as the Trustee delivers a Notice of Sole
Control pursuant to Section 8(i) hereof to the Bank. Bank and each
Pledgor agree that Bank shall not comply with any instruction originated by any
Pledgor in respect of a Designated Account after the Trustee delivers a Notice
of Sole Control to Bank.


 


Section 3.                                            Subordination of Lien; Waiver of Set-Off. In the event that the Bank has or
subsequently obtains by agreement, operation of law or otherwise a security
interest in any Designated Account, the Bank hereby agrees that such security
interest shall be subordinate to that of the Secured Parties. The funds
deposited into any Designated Account will not be subject to deduction,
set-off, banker’s lien, or any other right in favor of any Person other than
the Secured Parties (except that the Bank may set off (i) all amounts due to
the Bank in respect of its customary fees and expenses for the routine
maintenance and operation of the Designated Accounts, including overdraft fees,
and (ii) the face amount of any checks or other items which have been credited
to any Designated Account but are subsequently returned unpaid because of
uncollected or insufficient funds).


 


Section 4.                                            Choice of Law. Both this Control Agreement and the
Designated Accounts shall be governed by the law of the State of New York. Regardless
of any provision in any other agreement, for purposes of the UCC, New York
shall be deemed to be the Bank’s jurisdiction.


 


Section 5.                                            Conflict with Other Agreements; Amendments. As of the date hereof, there are no other
agreements entered into between the Bank and any Pledgor with respect to any
Designated Account or any funds credited thereto (other than standard and
customary documentation with respect to the establishment and maintenance of such
Designated Accounts). The Bank and each Pledgor will not enter into any other
agreement with respect to any Designated Account unless the Trustee shall have
received prior written notice thereof. The Bank and each Pledgor will not enter
into any other agreement with respect to control of the Designated Accounts
without the prior written consent of the Trustee acting in its sole discretion.
In the event of any conflict with respect to “control” over any Designated
Account between this Control Agreement (or any portion hereof) and any other
agreement now existing or hereafter entered into, the terms of this Control
Agreement shall prevail. No amendment or modification of this Control Agreement
or waiver of any right hereunder shall be binding on any party hereto unless it
is in writing and is signed by all the parties hereto.


 


Section 6.                                            Certain Agreements.


 


(i)                                     The Bank, or the applicable Pledgor, has
furnished to the Trustee the most recent account statement issued by the Bank
with respect to each of the Designated Accounts and the cash balances held
therein. The Bank and the applicable Pledgor represents


 

















 


and warrants to the Trustee
that each such statement accurately reflects the assets held in such Designated
Account as of the date thereof.


 


(ii)                                  The Trustee has delivered to the Bank a list,
signed by an authorized representative of the Trustee (the “Authorized
Representative”), of the officers of the Trustee authorized to give
approvals or instructions under this Control Agreement (including notices and
other instructions under Section 8 hereof) and the Bank shall be
entitled to rely on communications from such authorized officers until the
earlier of the termination of this Control Agreement in accordance with the
terms hereof, the notification by the Authorized Representative of a change in
the list or the assignment of the rights of the Secured Parties in accordance
with Section 11 hereof.


 


Section 7.                                            Notice of Adverse Claims. Except for the claims and interest of the
Secured Parties and of any Pledgor in the Designated Accounts, the Bank on the
date hereof does not know of any claim to, or security interest in, any
Designated Account or in any funds credited thereto and does not know of any
claim that any Person other than the Trustee has been given “control” of any
Designated Account or any such funds. If any Person asserts any lien,
encumbrance or adverse claim (including any writ, garnishment, judgment,
warrant of attachment, execution or similar process and any claim of “control”)
against any funds in any Designated Account, the Bank will promptly notify the
Trustee and the applicable Pledgor thereof.


 


Section 8.                                            Maintenance of Designated Accounts. In addition to, and not in lieu of, the
obligation of the Bank agreed to in Section 2 hereof, the Bank agrees to
maintain the Designated Accounts as follows:


 


(i)                                     Notice of Sole Control. If at any
time the Trustee delivers to the Bank a notice of sole control in substantially
the form set forth in Exhibit A attached hereto (the “Notice of
Sole Control”) with respect to any Designated Account, the Bank agrees
that, after receipt of such notice, it will take all instruction with respect
to such Designated Account solely from the Trustee. Without limiting the
generality of the first sentence of this paragraph, upon receipt of a Notice of
Sole Control, the Bank shall follow all instructions given by an authorized
officer of the Trustee, including, without limitation, instructions for
distribution or transfer of any funds in any Designated Account to be made to the
Trustee. Excepting only acts of reckless indifference or fraud, the Trustee and
each Pledgor shall and do hereby waive and release any and all claims or causes
of actions any of them may have against the Bank and arising out of its good
faith efforts to comply with any instruction issued to it by the Trustee.


 


(ii)                                  Permitted Dispositions. Until such
time as the Bank receives a Notice of Sole Control signed by the Trustee with
respect to a Designated Account, a Pledgor,


 

















 


or any representative of a
Pledgor, shall direct the Bank with respect to the transfer of the funds held
in such Designated Account. Until such time as the Bank receives a Notice of
Sole Control, the Pledgor, as applicable, shall be entitled to write checks
against amounts in each Designated Account, and make withdrawals, transfers,
and other dispositions of the funds in each Designated Account.


 


(iii)                               Statements and Confirmations. Until its
receipt of a Notice of Sole Control, the Bank will promptly send copies of all
statements and other correspondence (excluding routine confirmations)
concerning any Designated Account to each applicable Pledgor and, upon its
receipt of a Notice of Sole Control, solely to the Trustee at the address set
forth in Section 12 hereof. The Bank will promptly provide to the
Trustee and to the applicable Pledgor, upon the Trustee’s request therefor from
time to time, a statement of the cash balance in each Designated Account.


 


Section 9.                                            Representations, Warranties and Covenants of
the Bank. The Bank hereby
makes the following representations, warranties and covenants:


 


(i)                                     The Designated Accounts have
been, or will be, established as set forth in Section 1 hereof and
each Designated Account will be maintained in the manner set forth herein until
termination of this Control Agreement. The Bank shall not change the name or
account number of any Designated Account without the prior written consent of
the Trustee.


 


(ii)                                  The Bank is a “bank,” as
such term is defined in the UCC.


 


(iii)                               This Control Agreement is
the valid and legally binding obligation of the Bank.


 


(iv)                              The Bank has not entered
into any agreement with any other Person pursuant to which it has agreed to
comply with any orders or instructions with respect to any Designated Account. Until
the termination of this Control Agreement, the Bank will not, without the
written approval of the Trustee, enter into any agreement with any Person
pursuant to which it agrees to comply with any orders or instructions of such
Person with respect to any Designated Account.


 


(v)                                 The Bank has not entered
into any other agreement with any Pledgor or the Trustee purporting to limit or
condition the obligation of the Bank to comply with any orders or instructions
with respect to any Designated Account as set forth in Section 2 hereof.


 

















 


Section 10.                                      Successors; Assignment. The terms of this Control Agreement shall
be binding upon, and shall inure to the benefit of, the parties hereto and
their respective corporate successors and permitted assignees.


 


Section 11.                                      Notices. Any notice, request or other communication required or permitted to
be given under this Control Agreement shall be in writing and deemed to have
been properly given when delivered in person, or when sent by telecopy or other
electronic means and electronic confirmation of error free receipt is received
or two (2) days after being sent by certified or registered United States
mail, return receipt requested, postage prepaid, addressed to the party at the
address set forth below.


 


Pledgor:                                                    c/o Jacobs
Entertainment, Inc.

240 Main Street

Black Hawk, Colorado 80422

Tel:  (303) 582-1117 

Fax:  (303) 582-0239 

Attn:  Chief Financial Officer


 


with copy to:




Hahn Loeser & Parks LLP

3300 BP Tower

200 Public Square

Cleveland, Ohio 44114-2301


Attn:  Stanley R. Gorom III, Esq.


 


Bank:                                                                  Hibernia
National Bank

1 Lakeshore Drive

Lake Charles, Louisiana 70601


Attn:  Ann M. Miller, Assistant Vice President


 


Trustee:                                                    Wells Fargo
Bank, National Association

Corporate Trust Services

213 Court Street - Suite 703

Middletown, CT 06457


Attn:  Joseph P. O’Donnell, Vice President


 


Any party may change its address for notices in the
manner set forth above.


 


Section 12.                                      Termination. The rights and powers granted herein to the Trustee have been granted
in order to perfect the security interests of the Secured Parties


 

















 


in the Designated Accounts, are powers coupled with
an interest and will be affected neither by the bankruptcy of any Pledgor nor
by the lapse of time. The obligations of the Bank hereunder shall continue in
effect until the Bank shall have received written notification from an
Authorized Representative of the termination of the security interests granted
hereto to the Secured Parties (including, without limitation, by virtue of the
notice pursuant to Section 11 hereof).


 


Section 13.                                      Severability. If any term or provision set forth in this
Agreement shall be invalid or unenforceable, the remainder of this Agreement,
other than those provisions held invalid or unenforceable, shall be construed
in all respects as if such invalid or unenforceable term or provision were
omitted.


 


Section 14.                                      Counterparts. This Control Agreement may be executed in
any number of counterparts, all of which shall constitute one and the same
instrument, and any party hereto may execute this Control Agreement by signing
and delivering one or more counterparts.


 


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remainder of this page is left intentionally blank.]


 

















 


	
   

  	
  JALOU OF LAROSE, LLC, as Pledgor

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Stan W. Guidroz

  	
   

  
	
   

  	
   

  	
  Name: Stan W. Guidroz

  
	
   

  	
   

  	
  Title:   President and Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  WELLS FARGO BANK, NATIONAL

  
	
   

  	
  ASSOCIATION, as Trustee,

  
	
   

  	
  on behalf of the Secured Parties

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name: Joseph P. O’Donnell

  
	
   

  	
   

  	
  Title:  Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  HIBERNIA NATIONAL BANK

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Ann M. Miller

  	
   

  
	
   

  	
   

  	
  Name: Ann M. Miller

  
	
   

  	
   

  	
  Title:   Assistant Vice President

  



 

















 


SCHEDULE 1


 


Designated Accounts


 


JALOU OF LAROSE, LLC:


 




	
  Account Holder

  	
   

  	
  Bank

  	
   

  	
  Account

  Number

  
	
  Jalou of Larose, LLC

  	
   

  	
  Hibernia National Bank

  	
   

  	
  2080895472

  
	
  Jalou of Larose, LLC

  	
   

  	
  Hibernia National Bank

  	
   

  	
  2080895464

  
	
  Jalou of Larose, LLC

  	
   

  	
  Hibernia National Bank

  	
   

  	
  8693400012

  
	
  Jalou of Larose, LLC

  	
   

  	
  Hibernia National Bank

  	
   

  	
  2080895510

  
	
  Jalou of Larose, LLC

  	
   

  	
  Hibernia National Bank

  	
   

  	
  8616200012

  






 

















 


EXHIBIT A


 


 


	
   

  	
  [Date]

  
	
  [Bank]

  
	
  [Address]

  
	
  Attention:
  [               ]

  



 


Re:  Notice of Sole Control


 


Ladies and Gentlemen:


 


As referenced in Section
8(i) of the Control Agreement Concerning Designated Accounts Consisting of
Deposit Accounts dated as of [date], among [Pledgor], us and you (the “Control
Agreement”; capitalized terms used but not defined herein shall have the
meanings assigned to such terms in the Control Agreement) (a copy of which is
attached) we hereby give you notice of our sole control over the Designated
Account(s), account number(s):                                                                                    
(the “Specified Designated Accounts”). You are hereby instructed not to
accept any direction or instructions with respect to the Specified Designated
Accounts or any funds credited thereto from any Person other than the
undersigned, unless otherwise ordered by a court of competent jurisdiction.


 


You are instructed to
deliver a copy of this notice by facsimile transmission to [Pledgor].


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
  WELLS FARGO
  BANK, NATIONAL

  
	
   

  	
  ASSOCIATION, as
  Trustee, on behalf of the Secured

  
	
   

  	
  Parties

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  



 


cc:  [Pledgor]