EXHIBIT 4.9


 


THE RIGHTS ATTACHING TO THIS REGULATION S
TEMPORARY GLOBAL NOTE, AND THE CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE
FOR CERTIFICATED NOTES, ARE AS SPECIFIED IN THE INDENTURE (AS DEFINED HEREIN). NEITHER
THE HOLDER NOR THE BENEFICIAL OWNERS OF THIS REGULATION S TEMPORARY GLOBAL NOTE
SHALL BE ENTITLED TO RECEIVE PAYMENT OF INTEREST HEREON.


 


THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING
OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A
DEPOSITORY OR A NOMINEE OF A DEPOSITORY OR A SUCCESSOR DEPOSITORY. THIS NOTE IS
NOT EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE
DEPOSITORY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE
INDENTURE, AND NO TRANSFER OF THIS NOTE (OTHER THAN A TRANSFER OF THIS NOTE AS
A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE
DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY) MAY BE
REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.


 


TRANSFERS OF THIS GLOBAL NOTE SHALL BE
LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, AND TRANSFERS OF INTERESTS IN
THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
RESTRICTIONS SET FORTH IN SECTION 2.16 OF THE INDENTURE.


 


UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR
IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE
TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY
OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE
DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY
OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER
STREET, NEW YORK, NEW YORK) (“DTC”), TO THE COMPANY OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.


 


THIS NOTE HAS NOT BEEN REGISTERED UNDER THE
U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND,
ACCORDINGLY, MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR
FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT AS SET FORTH BELOW. BY ITS


 

















 


ACQUISITION HEREOF, THE HOLDER (1) AGREES THAT IT WILL NOT, PRIOR
TO THE DATE (THE “RESALE RESTRICTION TERMINATION DATE”) THAT IS TWO YEARS AFTER
THE LATER OF THE ORIGINAL ISSUANCE OF THIS NOTE AND THE LAST DATE ON WHICH THE
COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS NOTE (OR ANY
PREDECESSOR OF THIS NOTE), RESELL OR OTHERWISE TRANSFER THIS NOTE EXCEPT (A) TO
THE COMPANY OR ANY SUBSIDIARY THEREOF, (B) INSIDE THE UNITED STATES TO A
QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE
SECURITIES ACT, (C) INSIDE THE UNITED STATES TO AN INSTITUTIONAL
ACCREDITED INVESTOR WITHIN THE MEANING OF SUBPARAGRAPH 501(a)(1), (2), (3), or (7) UNDER
THE SECURITIES ACT THAT, PRIOR TO SUCH TRANSFER, FURNISHES (OR HAS FURNISHED ON
ITS BEHALF BY A U.S. BROKER-DEALER) TO THE TRUSTEE A SIGNED LETTER CONTAINING
CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE RESTRICTIONS ON TRANSFER
OF THIS NOTE (THE FORM OF WHICH LETTER CAN BE OBTAINED FROM THE TRUSTEE FOR
THIS NOTE), (D) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN
COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT, (E) PURSUANT TO
ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT, OR (F) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE SECURITIES ACT AND (2) WILL GIVE TO EACH PERSON TO WHOM THIS
NOTE IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. IN
CONNECTION WITH ANY TRANSFER OF THIS NOTE PRIOR TO THE RESALE RESTRICTION
TERMINATION DATE, IF THE PROPOSED TRANSFER IS BEING MADE PURSUANT TO CLAUSE (C) OR
(E) ABOVE, PRIOR TO SUCH TRANSFER, THE HOLDER WILL BE REQUIRED TO FURNISH
TO THE TRUSTEE AND THE COMPANY SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER
INFORMATION AS EITHER OF THEM MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH
TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT
SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. AS USED
HEREIN, THE TERMS “OFFSHORE TRANSACTION,” “UNITED STATES” AND “U.S. PERSON”
HAVE THE MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT.


 

















 


(Face of Note)


 


CUSIP No:  U46754AB0


 


9.75% Senior Notes due 2014


 


	
  No. 002

  	
   

  	
  $865,000

  



 


JACOBS ENTERTAINMENT, INC.


 


promises to pay to CEDE & Co. or registered assigns, the principal sum
of  EIGHT HUNDRED SIXTY-FIVE THOUSAND
Dollars on June 15, 2014.


 


Interest Payment Dates:  June 15
and December 15, commencing December 15, 2006


 


Record Dates:  June 1 and December 1


 


	
   

  	
  Dated: June 16, 2006

  
	
   

  	
   

  
	
   

  	
  JACOBS ENTERTAINMENT, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name: Stephen R. Roark

  
	
   

  	
   

  	
  Title: Chief Financial Officer

  



 

















 


Certificate of Authentication:


 


This is one of the Global Notes

referred to in the within-mentioned Indenture:


 


WELLS FARGO
BANK, NATIONAL

ASSOCIATION, as Trustee


 


 


	
  By:

  	
   

  	
   

  
	
   

  	
  Authorized Signatory

  



 


Dated:  June 16, 2006


 

















 


(Back of Note)



9.75% Senior Notes due 2014


 


Capitalized terms used herein shall have the
meanings assigned to them in the Indenture referred to below unless otherwise
indicated.


 


1.                                       Interest.
Jacobs Entertainment, Inc., a Delaware corporation (the “Company”),
promises to pay interest on the principal amount of this Note at 9.75% per
annum. The Company shall pay interest and Additional Interest, if any,
semi-annually on June 15 and December 15 of each year, or if any such
day is not a Business Day, on the next succeeding Business Day (each an “Interest
Payment Date”). Interest on the Notes shall accrue from the most recent date to
which interest has been paid or, if no interest has been paid, from the date of
issuance of this Note. The Company shall pay interest (including Accrued
Bankruptcy Interest in any proceeding under any Bankruptcy Law) on overdue
principal and premium, if any, from time to time on demand at a rate that is 2%
per annum in excess of the rate then in effect; it shall pay interest
(including Accrued Bankruptcy Interest in any proceeding under any Bankruptcy
Law) on overdue installments of interest and Additional Interest (without
regard to any applicable grace periods) from time to time on demand at the same
rate to the extent lawful. Interest shall be computed on the basis of a 360-day
year of twelve 30-day months.


 


2.                                       Method of
Payment. The Company shall pay interest on the Notes (except defaulted
interest) and Additional Interest to the Persons who are registered Holders at
the close of business on the June 1 or December 1 next preceding the
Interest Payment Date, even if such Notes are cancelled after such Record Date
and on or before such Interest Payment Date, except as provided in Section 2.12
of the Indenture (as defined below) with respect to defaulted interest. The
Notes shall be payable as to principal, premium, interest and Additional
Interest, if any, at the office or agency of the Company maintained for such
purpose, or, at the option of the Company, payment of interest and Additional
Interest may be made by check mailed to the Holders at their addresses set
forth in the register of Holders, and provided that
payment by wire transfer of immediately available funds shall be required with
respect to principal of and interest, premium and Additional Interest on all
Global Notes and all other Notes the Holders of more than $1,000 in aggregate
principal amount of Notes which shall have provided wire transfer instructions
to the Company or the Paying Agent. Such payment shall be in such coin or
currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts.


 


3.                                       Paying Agent
and Registrar. Initially, Wells Fargo Bank, National Association, the
Trustee under the Indenture, shall act as Paying Agent and Registrar. The
Company may change any Paying Agent or Registrar without notice to any
Holder. The Company or any of its Subsidiaries may act in any such
capacity.


 


4.                                       Indenture.
The Company issued the Notes under an Indenture dated as of June 16, 2006
(“Indenture”) among the Company, the Subsidiary Guarantors and the Trustee. The
terms of the Notes include those stated in the Indenture and those made part of
the Indenture by reference to the Trust Indenture Act of 1939, as amended (15
U.S. Code §§ 77aaa-77bbbb). The Notes are subject to all such terms, and
Holders are referred to the Indenture and such Act


 

















 


for a statement of such terms. To the extent any provision of this Note
conflicts with the express provisions of the Indenture, the provisions of the
Indenture shall govern and be controlling.


 


5.                                       Optional
Redemption. On or after June 15, 2010, the Company may redeem all
or a part of the Notes upon not less than 30 nor more than 60 days’
notice, at the redemption prices (expressed as percentages of principal amount)
set forth below plus accrued and unpaid interest and Additional Interest, if
any, thereon to the applicable Redemption Date, subject to the right of Holders
of record on the relevant Record Date to receive interest due on the relevant
Interest Payment Date, if redeemed during the 12-month period beginning on June 15
of the years indicated below:


 




	
  Year

  	
   

  	
  Percentage

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  2010

  	
   

  	
  104.875

  	
  %

  
	
  2011

  	
   

  	
  102.438

  	
  %

  
	
  2012 and thereafter

  	
   

  	
  100.000

  	
  %

  






 


In addition, at any time prior to June 15,
2009, the Company may on one or more occasions redeem up to 35% of the
aggregate principal amount of Notes issued under the Indenture at a redemption
price of 109.75% of the principal amount thereof, plus accrued and unpaid
interest and Additional Interest, if any, to the Redemption Date, subject to
the right of Holders of record on the Relevant Record Date to receive interest
due on the relevant Interest Payment Date, with the net cash proceeds of any Equity
Offering; provided that:


 


(1)                                  at
least 65% of the aggregate principal amount of Notes originally issued under
the Indenture remains outstanding immediately after the occurrence of each such
redemption (excluding Notes held by the Company and its Subsidiaries); and


 


(2)                                  the
redemption must occur within 45 days after the date of the closing of such
Equity Offering.


 


Except pursuant to the preceding paragraph,
the Notes shall not be redeemable at the Company’s option prior to June 15,
2010.


 


6.                                       Mandatory Redemption.
Other than as set forth in Paragraph 7 below, the Company shall not be required
to make mandatory redemption payments with respect to the Notes.


 


7.                                       Mandatory
Disposition in Accordance with Gaming Laws. If any Gaming Authority
requires that a Holder or beneficial owner of Notes be licensed, qualified or
found suitable under any applicable Gaming Law and such Holder or beneficial
owner (i) fails to apply for a license, qualification or a finding of
suitability within 30 days (or such shorter period as may be required by
the applicable Gaming Authority) after being requested to do so by the Gaming
Authority or (ii) is denied such license or qualification or not found
suitable, the Company shall have the right, at its option (1) to require
any such Holder or beneficial owner to dispose of its Notes within 30 days (or
such earlier date as may be required by the applicable Gaming Authority)
of the occurrence of the event described in clause (i) or (ii) above
or (2) to redeem the Notes of such Holder or beneficial owner at a
redemption price equal to the lesser of (y) the principal amount thereof,
together with accrued and unpaid interest and Additional


 

















 


Interest, if any, to the earlier of the date of redemption or the date
of the denial of license or qualification or of the finding of unsuitability by
such Gaming Authority and (z) the price at which such Holder or beneficial
owner acquired the Notes, together with accrued and unpaid interest and
Additional Interest, if any, to the earlier of the date of redemption or the
date of the denial of license or qualification or of the finding of
unsuitability by such Gaming Authority. The Company shall notify the Trustee in
writing of any redemption pursuant to Section 3.09 of the Indenture as
soon as practicable.


 


Immediately upon a determination by a Gaming
Authority that a Holder or beneficial owner of the Notes will not be licensed,
qualified or found suitable, the Holder or beneficial owner will, to the extent
required by applicable law, have no further right (i) to exercise,
directly or indirectly, through any trustee or nominee or any other person or
entity, any right conferred by the Notes; or (ii) to receive any interest,
dividend, economic interests or any other distributions or payments with
respect to the Notes or any remuneration in any form with respect to the
Notes from the Company, the Subsidiary Guarantors or the Trustee.


 


The Holder or beneficial owner that is
required to apply for a license, qualification or a finding of suitability
shall pay all fees and costs of applying for and obtaining the license,
qualification or finding of suitability and of any investigation by the
applicable Gaming Authorities.


 


8.                                       Change of
Control Offer. Upon the occurrence of a Change of Control, the Company
shall, unless the Company has previously or concurrently mailed a redemption
notice with respect to all of the outstanding Notes as set forth in Article 3
of the Indenture, offer to repurchase all or any part (in minimum
principal amounts of $2,000 and integral multiples of $1,000) of such Holder’s
Notes pursuant to the offer described below at an offer price in cash equal to
101% of the aggregate principal amount thereof plus accrued and unpaid interest
and Additional Interest thereon to the date of purchase. Within 10 days
following any Change of Control, the Company shall mail a notice to each Holder
describing the transaction or transactions that constitute the Change of
Control and offering to repurchase Notes pursuant to the procedures required by
the Indenture and described in such notice. The Company shall comply with the
requirements of Rule 14e-1 under the Exchange Act and any other securities
laws and regulations thereunder to the extent such laws and regulations are
applicable in connection with the repurchase of the Notes as a result of a
Change of Control.


 


9.                                       Denominations,
Transfer, Exchange. The Notes are in registered form without coupons
in denominations of $2,000 and integral multiples of $1,000. The transfer of
Notes may be registered and Notes may be exchanged as provided in the
Indenture. The Registrar and the Trustee may require a Holder, among other
things, to furnish appropriate endorsements and transfer documents and the
Company may require a Holder to pay any taxes and fees required by law or
permitted by the Indenture. The Company need not exchange or register the
transfer of any Note or portion of a Note selected for redemption, except for
the unredeemed portion of any Note being redeemed in part. Also, it need not
exchange or register the transfer of any Notes for a period of 15 Business Days
before a selection of Notes to be redeemed.


 


10.                                 Persons Deemed
Owners. The registered holder of a Note may be treated as its owner
for all purposes.


 

















 


11.                                 Amendment,
Supplement and Waiver. Subject to certain exceptions, the Indenture or the
Notes may be amended or supplemented with the consent of the Holders of at
least a majority in principal amount of the then outstanding Notes, and any
existing Default or noncompliance with any provision of the Indenture or the
Notes may be waived with the consent of the Holders of a majority in
principal amount of the then outstanding Notes. Without the consent of any
Holder of a Note, the Indenture or the Notes may be amended or
supplemented to cure any ambiguity, defect or inconsistency, to provide for
uncertificated Notes in addition to or in place of certificated Notes, to
provide for the assumption of the Company’s obligations to Holders in case of a
merger or consolidation, to make any change that would provide any additional
rights or benefits to the Holders or that does not adversely affect the legal
rights under the Indenture of any such Holder, or to comply with the
requirements of the Commission in order to effect or maintain the qualification
of the Indenture under the TIA.


 


12.                                 Defaults and
Remedies. Events of Default are set forth in the Indenture. If any Event of
Default occurs and is continuing, the Trustee or the Holders of at least 25% in
principal amount of the then outstanding Notes may declare all the Notes
to be due and payable. Notwithstanding the foregoing, in the case of an Event
of Default arising from certain events of bankruptcy or insolvency, all
outstanding Notes will become due and payable without further action or notice.
Holders may not enforce the Indenture or the Notes except as provided in
the Indenture. Subject to certain limitations, Holders of a majority in
principal amount of the then outstanding Notes may direct the Trustee in
its exercise of any trust or power. The Trustee may withhold from Holders
notice of any continuing Default or Event of Default (except a Default or Event
of Default relating to the payment of principal or interest) if it determines
that withholding notice is in their interest. The Holders of a majority in aggregate
principal amount of the Notes then outstanding by notice to the Trustee may on
behalf of the Holders of all of the Notes waive any existing Default or Event
of Default and its consequences under the Indenture except a continuing Default
or Event of Default in the payment of interest on, or the principal of, the
Notes. The Company is required to deliver to the Trustee annually a statement
regarding compliance with the Indenture, and the Company is required upon
becoming aware of any Default or Event of Default, to deliver to the Trustee a
statement specifying such Default or Event of Default.


 


13.                                 Trustee Dealings
with Company. The Trustee, in its individual or any other capacity, may make
loans to, accept deposits from, and perform services for the Company or
its Affiliates, and may otherwise deal with the Company or its Affiliates,
as if it were not the Trustee.


 


14.                                 No Recourse Against
Others. A director, officer, employee, incorporator or stockholder, of the
Company, as such, shall not have any liability for any Obligations of the
Company under the Notes or the Indenture or for any claim based on, in respect
of, or by reason of, such Obligations or their creation. Each Holder by
accepting a Note waives and releases all such liability. The waiver and release
are part of the consideration for the issuance of the Notes.


 


15.                                 Authentication.
This Note shall not be valid until authenticated by the manual signature of the
Trustee or an authenticating agent.


 


16.                                 Abbreviations. Customary
abbreviations may be used in the name of a Holder or an assignee, such
as:  TEN COM (= tenants in common), TEN
ENT (= tenants by the


 

















 


entireties), JT TEN (= joint tenants with right of survivorship and not
as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to
Minors Act).


 


17.                                 Additional Rights
of Holders of Notes. In addition to the rights provided to Holders under
the Indenture, Holders of Notes shall have all the rights set forth in the
Registration Rights Agreement dated as of the Issue Date, among the Company,
the Subsidiary Guarantors and the Initial Purchasers.


 


18.                                 CUSIP Numbers. Pursuant
to a recommendation promulgated by the Committee on Uniform Security
Identification Procedures, the Company has caused CUSIP numbers to be printed
on the Notes and the Trustee may use CUSIP numbers in notices of
redemption as a convenience to Holders. No representation is made as to the
accuracy of such numbers either as printed on the Notes or as contained in any
notice of redemption and reliance may be placed only on the other
identification numbers placed thereon.


 


The Company shall furnish to any Holder upon
written request and without charge a copy of this Indenture and/or the
Registration Rights Agreement. Requests may be made to:


 


Jacobs Entertainment, Inc.

17301 W. Colfax Avenue

Suite 250

Golden, Colorado  80410

Attention:  President

Telephone No.:  (303) 215-5200

Telecopier No.:  (303) 215-5219


 

















 


SUBSIDIARY
GUARANTEE


 


The Subsidiary Guarantors listed below
(hereinafter referred to as the “Subsidiary Guarantors,” which term includes
any successors or assigns under the Indenture and any additional Subsidiary
Guarantors), have irrevocably and unconditionally guaranteed the Guarantee
Obligations, which include that:  (a) the
principal of, and premium and interest and Additional Interest, if any, on the
9.75% Senior Notes due 2014 (the “Notes”) of Jacobs Entertainment, Inc.
(the “Company”), shall be duly and punctually paid in full when due, whether at
maturity, by acceleration or otherwise, and interest on overdue principal, and
premium, if any, and (to the extent permitted by law) interest on any interest,
if any, on the Notes and all other Obligations of the Company to the Holders or
the Trustee hereunder or under the Notes (including fees, expenses or other)
shall be promptly paid in full or performed, all in accordance with the terms
hereof and thereof; and (b) in case of any extension of time of payment or
renewal of any Notes or any of such other Obligations, the same shall be
promptly paid in full when due or performed in accordance with the terms of the
extension or renewal, whether at stated maturity, by acceleration or otherwise.


 


The Obligations of each Subsidiary Guarantor
to the Holders and to the Trustee pursuant to this Subsidiary Guarantee and this
Indenture are expressly set forth in Article 10 of the Indenture and
reference is hereby made to such Indenture for the precise terms of this
Subsidiary Guarantee.


 


No stockholder, officer, director or
incorporator, as such, past, present or future of each Subsidiary Guarantor
shall have any liability under this Subsidiary Guarantee by reason of his or
its status as such stockholder, officer, director or incorporator.


 


Except as set forth in the Indenture, this is
a continuing Guarantee and shall remain in full force and effect and shall be
binding upon each Subsidiary Guarantor and its successors and assigns until
full and final payment of all of the Company’s Obligations under the Notes and
the Indenture and shall inure to the benefit of the successors and assigns of
the Trustee and the Holders, and, in the event of any transfer or assignment of
rights by any Holder or the Trustee, the rights and privileges herein conferred
upon that party shall automatically extend to and be vested in such transferee or
assignee, all subject to the terms and conditions hereof. This is a Guarantee
of payment and not of collectibility.


 


This Subsidiary Guarantee shall not be valid
or obligatory for any purpose until the certificate of authentication on the
Note upon which this Subsidiary Guarantee is noted shall have been executed by
the Trustee under the Indenture by the manual signature of one of its
authorized officers.


 


The Obligations of each Subsidiary Guarantor
under its Subsidiary Guarantee shall be limited to the extent necessary to
insure that it does not constitute a fraudulent conveyance under applicable
law.


 


THE TERMS OF ARTICLE 10 OF THE INDENTURE
ARE INCORPORATED HEREIN BY REFERENCE.


 

















 


Capitalized terms used herein have the same
meanings given in this Indenture unless otherwise indicated.


 


Dated as of June 16, 2006


 


	
   

  	
  SUBSIDIARY GUARANTORS:

  
	
   

  	
   

  
	
   

  	
  JACOBS PIÑON PLAZA ENTERTAINMENT, INC.

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By: Jeffrey P. Jacobs

  
	
   

  	
  Its: President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  JACOBS ELKO ENTERTAINMENT, INC.

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By: Jeffrey P. Jacobs

  
	
   

  	
  Its: President

  



 

















 


	
   

  	
   

  	
   

  
	
   

  	
  Stephen R. Roark, signing on behalf of the

  
	
   

  	
  entities listed below in the capacity
  listed

  
	
   

  	
  next to each respective entity:

  
	
   

  	
   

  
	
   

  	
  BLACK HAWK GAMING & DEVELOPMENT

  COMPANY, INC., as its President

  
	
   

  	
  GOLD DUST WEST CASINO, INC., as its
  Vice President

  
	
   

  	
  GILPIN VENTURES, INC., as its
  President

  
	
   

  	
  JALOU L.L.C., as its President and Manager

  
	
   

  	
  JALOU II INC., as its President

  
	
   

  	
   

  
	
   

  	
  GILPIN HOTEL VENTURE

  
	
   

  	
  By: Gilpin Ventures, Inc., its partner

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name: Stephen R. Roark

  
	
   

  	
   

  	
  Its: President

  
	
   

  	
   

  
	
   

  	
  By: Black Hawk Gaming &
  Development Company, Inc.,

  its partner

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name: Stephen R. Roark

  
	
   

  	
   

  	
  Its: President

  
	
   

  	
   

  
	
   

  	
  BLACK HAWK/JACOBS ENTERTAINMENT, LLC

  
	
   

  	
  By: Black Hawk Gaming &
  Development Company, Inc.

  
	
   

  	
  Its: Authorized Manager

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name: Stephen R. Roark

  
	
   

  	
   

  	
  Its: President

  
	
   

  	
   

  
	
   

  	
  DIVERSIFIED OPPORTUNITIES GROUP LTD.

  
	
   

  	
  By Jacobs Entertainment, Inc., its
  Managing Member

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name: Stephen R. Roark

  
	
   

  	
   

  	
  Its: Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
  JACOBS DAKOTA WORKS, LLC

  
	
   

  	
  By: Jacobs Entertainment, Inc., its
  Sole Manager

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name: Stephen R. Roark

  
	
   

  	
   

  	
  Its: Chief Financial Officer

  
														



 

















 


	
   

  	
   

  	
   

  
	
   

  	
  Stan Guidroz, signing on behalf of the

  
	
   

  	
   entities listed below in the capacity

  
	
   

  	
  listed next to each respective entity:

  
	
   

  	
   

  
	
   

  	
  WINNER’S CHOICE CASINO, INC., as its
  President

  
	
   

  	
  JACE, INC., as its President

  
	
   

  	
  FUEL STOP 36, INC., as its President

  
	
   

  	
  HOUMA TRUCK PLAZA & CASINO,
  L.L.C., as its

  President and Manager

  
	
   

  	
  JALOU – CASH’S L.L.C., its President and
  Manager

  
	
   

  	
  LUCKY MAGNOLIA TRUCK STOP AND CASINO, 

  L.L.C., as its President and Manager

  
	
   

  	
  BAYOU VISTA TRUCK PLAZA AND CASINO, L.L.C.,
  

  as its President and Manager

  
	
   

  	
  RACELAND TRUCK PLAZA AND CASINO, L.L.C., as

  its President and Manager

  
	
   

  	
  JRJ PROPERTIES, LLC, as its President and
  Manager

  
	
   

  	
  JALOU OF LAROSE, LLC, as its President and
  Manager

  
	
   

  	
  JALOU BREAUX BRIDGE, LLC, as its President
  and 

  Manager

  
	
   

  	
  JALOU EUNICE, LLC, as its President and
  Manager

  
	
   

  	
  JALOU OF ST. MARTIN, L.L.C., as its
  President and 

  Manager

  
	
   

  	
  JALOU DIAMOND, L.L.C., as its President and
  Manager

  
	
   

  	
  JALOU MAGIC, L.L.C., as its President and
  Manager

  
	
   

  	
  JALOU OF VINTON, LLC, as its President and
  Manager

  
	
   

  	
  JALOU OF VINTON-BINGO, LLC, as its
  President and 

  Manager

  
	
   

  	
  JALOU OF ST. HELENA, LLC, as its President
  and 

  Manager

  
	
   

  	
  JALOU OF JEFFERSON, LLC, as its President
  and 

  Manager

  



 

















 


	
   

  	
   

  	
   

  
	
   

  	
  Ian M. Stewart, signing on behalf of the

  
	
   

  	
  Entities listed below in the capacity

  
	
   

  	
  listed next to each respective entity:

  
	
   

  	
   

  
	
   

  	
  COLONIAL HOLDINGS, INC., as its
  President

  
	
   

  	
  STANSLEY RACING CORP., as its President

  
	
   

  	
  COLONIAL DOWNS, LLC, as its President

  
	
   

  	
  VIRGINIA CONCESSIONS, L.L.C., as its Vice
  President

  
	
   

  	
  MARYLAND-VIRGINIA RACING CIRCUIT, INC.,
  as its

  President

  
	
   

  	
   

  
	
   

  	
  COLONIAL DOWNS, L.P.

  
	
   

  	
  By: Stansley Racing Corp., its General
  Partner

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name: Ian M. Stewart

  
	
   

  	
   

  	
  Its: President

  
						



 

















 


Assignment Form


 


To assign this Note, fill in the form below:  (I) or (we) assign and transfer this Note to


 


	
   

  
	
  (Insert
  assignee’s soc. sec. or tax I.D. no.)

  
	
   

  
	
   

  
	
   

  
	
   

  
	
   

  
	
   

  
	
   

  
	
   

  
	
  (Print or
  type assignee’s name, address and zip code)

  



 


and irrevocably appoint                                                                                                                     
to transfer this Note on the books of the Company. The agent may substitute
another to act for him.


 


	
  Date:

  	
   

  	
   

  
	
   

  
	
  Your Signature:

  	
   

  	
   

  
	
   

  	
  (Sign
  exactly as your name appears on the face of this Note)

  	
   

  
	
   

  	
   

  	
   

  
	
  Signature
  Guarantee.

  
					



 

















 


Option of Holder to Elect Purchase


 


If you want to elect to have this Note
purchased by the Company pursuant to Section 4.11 or 4.14 of the Indenture,
check the box below:


 


	
  o Section 4.14

  	
  o Section 4.11

  



 


If you want to elect to have only part of
the Note purchased by the Company pursuant to Section 4.14 or 4.11 of the
Indenture, state the amount you elect to have purchased:  $


 


	
  Date:

  	
   

  	
   

  	
  Your Signature:

  	
   

  
	
   

  	
   

  	
  (Sign exactly as your name appears on the
  Note)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Tax Identification No.:

  	
   

  
						



 


	
  Signature Guarantee:

  	
   

  	
   

  
	
   

  	
  Participant in a recognized Signature

  Guarantee Medallion Program (or

  other signature guarantor program

  reasonably acceptable to the Trustee)

  



 

















 


SCHEDULE OF
EXCHANGES OF INTERESTS IN THE GLOBAL NOTE


 


The following exchanges of a part of
this Global Note for an interest in another Global Note or for a Certificated
Note, or exchanges of a part of another Global Note or Certificated Note
for an interest in this Global Note, have been made:


 


	
  Date of Exchange

  	
   

  	
  Amount of decrease in

  Principal Amount of

  this Global Note

  	
   

  	
  Amount of increase in

  Principal Amount of

  this Global Note

  	
   

  	
  Principal Amount of

  this Global Note

  following such decrease

  (or increase)

  	
   

  	
  Signature of

  authorized officer of

  Trustee or Note

  Custodian