EXHIBIT 10.13


 


FOURTH AMENDMENT


TO


OPTION PURCHASE AGREEMENT


 


This FOURTH AMENDMENT TO OPTION PURCHASE AGREEMENT,
(the “Fourth Amendment”), is made and entered into to be effective as of the 15th
day of May, 2006 (the “Effective Date”) by Dakota\Blackhawk,
LLC, a Colorado limited liability company (“Dakota”), and Jacobs Entertainment, Inc., a Delaware
corporation and/or assigns, (“JEI”).


 


A G R E E M E N T:


 


1.                            PURPOSE: Dakota and JEI desire to amend various
provisions of that certain Option Purchase Agreement dated September 12, 2005, as
amended by a “First Amendment to Option Purchase Agreement” dated November 11,
2005, a “Second Amendment to Option Purchase Agreement” dated effective
December 9, 2005 and a “Third Amendment to Option Purchase Agreement” dated
effective December 16, 2005 (collectively, the “Option Purchase Agreement”) as
set forth below (sometimes Dakota and JEI are referred to singularly as a “Party”
and collectively as the “Parties”).


 


2.                            AMENDED PROVISIONS.


 


A.            Exhibit “B” to the Option Purchase Agreement, the “Real Estate Sales Contract”, is
hereby deleted and replaced with Exhibit “B” attached hereto and
incorporated herein (a revised “Real Estate Sales Contract”). The attached
revised Real Estate Sales Contract permits JEI, at its election, to pay the
Purchase Price (defined in Section 2.1 of the Real Estate Sales Contract) in
cash or other immediately available funds, in Purchaser’s sole discretion.


 


3.                            CONTINUING EFFECT. This Fourth Amendment shall be incorporated
into and become a part of the Option Purchase Agreement and all other terms,
conditions and obligations of the Option Purchase Agreement shall remain
unchanged and in full force and effect.


 


4.                            CONFLICT IN TERMS. If any dispute shall arise as to a conflict
in the terms of the Option Purchase Agreement and this Fourth Amendment, the
terms of this Fourth Amendment shall be deemed to supersede any such
conflicting terms and this Fourth Amendment shall be further deemed to govern
over the Option Purchase Agreement.


 


5.                            ENTIRE AGREEMENT. This Fourth Amendment contains the entire
understanding between the Parties hereto concerning the subject matter
contained herein. There are no representations, agreements, arrangements, or
understandings, oral or written, between or among the Parties hereto, relating
to the subject matter of this Fourth Amendment, which are not fully expressed
herein.


 


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6.                            FURTHER ACTS. Each Party hereto agrees to perform any and
all such further and additional acts and execute and deliver any and all such
further and additional instruments and documents as may be reasonably necessary
in order to carry out the provisions and effectuate the intent of this Fourth
Amendment.


 


7.                            AUTHORITY. Each Party hereto represents and warrants
that it has full authority to execute this Fourth Amendment and bind to this Fourth
Amendment its respective partners, trustees, beneficiaries, remaindermen,
directors, officers, employees, agents, advisors, attorneys, successors,
assigns and personal representatives.


 


8.                            SEVERABILITY. If any provision hereof is held to be
illegal, invalid, or unenforceable under present or future laws effective
during the term hereof, such provisions shall be duly severable; this Fourth
Amendment shall be construed and enforced as if such illegal, invalid, or
unenforceable provision had never comprised a part hereof; and the remaining
provisions hereof shall remain in full force and effect and shall not be
affected by the severance of the illegal, invalid, or unenforceable provision
or provisions.


 


9.                            GOVERNING LAW. This Fourth Amendment shall be construed in
accordance with the laws of the State of Colorado.


 


10.                         BENEFIT. Except as otherwise provided herein, this Fourth
Amendment shall be binding upon and inure to the benefit of the Parties hereto
and their successors, assigns, legal representatives, heirs and legatees.


 


11.                         PARAGRAPH HEADINGS. All paragraph headings set forth in this Fourth
Amendment are for purposes of identification and are intended for convenience
only, and shall not control or affect the meaning, construction or effect of
this Fourth Amendment or any provision hereof.


 


12.                         COUNTERPART EXECUTION. This Fourth Amendment may be executed in
multiple counterparts, each of which shall be fully effective as an original,
for which together shall constitute only one (1) instrument.


 


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IN WITNESS WHEREOF, this Fourth Amendment has been executed to
be effective as of the Effective Date.


 


	
   

  	
  DAKOTA:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  DAKOTA/BLACKHAWK, LLC,

  
	
   

  	
  a Colorado limited
  liability company

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Roger L. Pomainville

  	
   

  
	
   

  	
   

  	
  Roger L. Pomainville,
  Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Wendell G. Pickett

  	
   

  
	
   

  	
   

  	
  Wendell G. Pickett,
  Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  JEI:

  
	
   

  	
   

  
	
   

  	
  JACOBS ENTERTAINMENT,
  INC.,

  
	
   

  	
  a Delaware corporation

  
	
   

  	
   

  
	
   

  	
  And/Or Assigns

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Stephen R. Roark

  	
   

  
	
   

  	
  Printed Name: Stephen R.
  Roark

  
	
   

  	
  Title: Chief Financial
  Officer

  



 


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