EXHIBIT 4.11


 


INTERCOMPANY NOTE


 


New York, New York


June 16, 2006


 


FOR VALUE RECEIVED, each of the undersigned, to the
extent a borrower from time to time from any other entity listed on the
signature page hereto (each, in such capacity, a “Payor”),
hereby promises to pay on demand to the order of such other entity listed below
(each, in such capacity, a “Payee”), in
lawful money of the United States of America in immediately available funds, at
such location in the United States of America as a Payee shall from time to
time designate, the unpaid principal amount of all loans and advances
(including trade payables) made by such Payee to such Payor.  Each Payor promises also to pay interest on
the unpaid principal amount of all such loans and advances in like money at
said location from the date of such loans and advances until paid at such rate
per annum as shall be agreed upon from time to time by such Payor and such
Payee.


 


This note (“Note”) is an
Intercompany Note referred to in the Credit Agreement dated as of June 16, 2006
(as amended, amended and restated, supplemented or otherwise modified from time
to time, the “Credit Agreement”) among JACOBS
ENTERTAINMENT, INC., a Delaware corporation (“Borrower”),
the Lenders (such term and each other capitalized term used but not defined
herein having the meaning given it in Article I of the Credit Agreement)
and CREDIT SUISSE, CAYMAN ISLANDS BRANCH, as administrative agent (in such
capacity, “Administrative Agent”) for the
Lenders, as collateral agent (in such capacity, “Collateral
Agent”) for the Secured Parties, as swingline lender (in such
capacity, “Swingline Lender”) and as issuing
bank (“Issuing Bank”) and is subject to the
terms thereof, and shall be pledged by each Payee pursuant to the Security
Agreement, to the extent required pursuant to the terms thereof.  Each Payee hereby acknowledges and agrees
that the Administrative Agent may exercise all rights provided in the Credit
Agreement and the Security Agreement with respect to this Note.


 


Anything in this Note to the contrary
notwithstanding, the indebtedness evidenced by this Note owed by any Payor that
is Borrower or a Guarantor to any Payee other than Borrower shall be
subordinate and junior in right of payment, to the extent and in the manner
hereinafter set forth, to all Obligations of such Payor under the Credit
Agreement, including, without limitation, where applicable, under such Payor’s
guarantee of the Obligations under the Credit Agreement (such Obligations and
other indebtedness and obligations in connection with any renewal, refunding,
restructuring or refinancing thereof, including interest thereon accruing after
the commencement of any proceedings referred to in clause (i) below,
whether or not such interest is an allowed claim in such proceeding, being
hereinafter collectively referred to as “Senior Indebtedness”):


 


(i)                                     In the event of any insolvency or bankruptcy
proceedings, and any receivership, liquidation, reorganization or other similar
proceedings in connection therewith, relative to any Payor or to its creditors,
as such, or to its property, and in the event of any proceedings for voluntary
liquidation, dissolution or other winding up of such Payor, whether or not
involving insolvency or bankruptcy, then (x) the holders of Senior Indebtedness
shall be paid in full in cash in respect of all amounts


 


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constituting Senior Indebtedness before any Payee is
entitled to receive (whether directly or indirectly), or make any demands for,
any payment on account of this Note and (y) until the holders of Senior
Indebtedness are paid in full in cash in respect of all amounts constituting
Senior Indebtedness, any payment or distribution to which such Payee would
otherwise be entitled (other than debt securities of such Payor that are
subordinated, to at least the same extent as this Note, to the payment of all
Senior Indebtedness then outstanding (such securities being hereinafter
referred to as “Restructured Debt Securities”))
shall be made to the holders of Senior Indebtedness;


 


(ii)                                  if any default occurs and is continuing with
respect to any Senior Indebtedness (including any Default under the Credit
Agreement), then no payment or distribution of any kind or character shall be
made by or on behalf of the Payor or any other Person on its behalf with
respect to this Note; and


 


(iii)                               if any payment or distribution of any
character, whether in cash, securities or other property (other than
Restructured Debt Securities), in respect of this Note shall (despite these
subordination provisions) be received by any Payee in violation of clause (i) or
(ii) before all Senior Indebtedness shall have been paid in full in cash,
such payment or distribution shall be held in trust for the benefit of, and
shall be paid over or delivered to, the holders of Senior Indebtedness (or
their representatives), ratably according to the respective aggregate amounts
remaining unpaid thereon, to the extent necessary to pay all Senior
Indebtedness in full in cash.


 


To the fullest extent permitted by law, no present
or future holder of Senior Indebtedness shall be prejudiced in its right to
enforce the subordination of this Note by any act or failure to act on the part
of any Payor or by any act or failure to act on the part of such holder or any
trustee or agent for such holder.  Each
Payee and each Payor hereby agree that the subordination of this Note is for
the benefit of the Administrative Agent, the Issuing Bank and the Lenders and
the Administrative Agent, the Issuing Bank and the Lenders are obligees under
this Note to the same extent as if their names were written herein as such and
the Administrative Agent may, on behalf of the itself, the Issuing Bank and the
Lenders, proceed to enforce the subordination provisions herein.


 


The indebtedness evidenced by this Note owed by any
Payor that is not Borrower or a Guarantor shall not be subordinated to, and
shall rank pari passu in right of payment with, any
other obligation of such Payor.


 


Nothing contained in the subordination provisions
set forth above is intended to or will impair, as between each Payor and each
Payee, the obligations of such Payor, which are absolute and unconditional, to
pay to such Payee the principal of and interest on this Note as and when due
and payable in accordance with its terms, or is intended to or will affect the
relative rights of such Payee and other creditors of such Payor other than the
holders of Senior Indebtedness.


 


Each Payee is hereby authorized to record all loans
and advances made by it to any Payor (all of which shall be evidenced by this
Note), and all repayments or prepayments thereof, in its books and records,
such books and records constituting prima facie evidence of the accuracy of the
information contained therein.


 


Each Payor hereby waives presentment, demand,
protest or notice of any kind in connection with this Note.  All payments under this Note shall be made
without offset, counterclaim or deduction of any kind.


 


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THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE
PRINCIPLES OF CONFLICTS OF LAWS THEREOF.


 


 


	
   

  	
  JACOBS ENTERTAINMENT, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Jeffrey P. Jacobs

  	
   

  
	
   

  	
  By:    Jeffrey P. Jacobs

  
	
   

  	
  Its:    Chief Executive Officer

  
	
   

  	
   

  
	
   

  	
  JACOBS PIÑON PLAZA ENTERTAINMENT,

  INC.

  
	
   

  	
   

  
	
   

  	
  /s/ Jeffrey
  P. Jacobs

  	
   

  
	
   

  	
  By:   Jeffrey P. Jacobs

  
	
   

  	
  Its:   President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  JACOBS ELKO ENTERTAINMENT, INC.

  
	
   

  	
   

  
	
   

  	
  /s/ Jeffrey
  P. Jacobs

  	
   

  
	
   

  	
  By:   Jeffrey P. Jacobs

  
	
   

  	
  Its:   President

  
	
   

  	
   

  
	
   

  	
  /s/ Stephen
  R. Roark

  	
   

  
	
   

  	
  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

  



 


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  GILPIN HOTEL VENTURE

  
	
   

  	
  By: Gilpin Ventures, Inc., its partner

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Stephen
  R. Roark

  	
   

  
	
   

  	
   

  	
  Name:  Stephen R. Roark

  
	
   

  	
   

  	
  Its:   President

  
	
   

  	
   

  
	
   

  	
  By: Black Hawk Gaming &
  Development

  Company, Inc., its partner

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Stephen
  R. Roark

  	
   

  
	
   

  	
   

  	
  Name:   Stephen R. Roark

  
	
   

  	
   

  	
  Its:   President

  
	
   

  	
   

  
	
   

  	
  BLACK HAWK/JACOBS ENTERTAINMENT,

  LLC

  
	
   

  	
  By: Black Hawk Gaming &
  Development

  Company, Inc.

  
	
   

  	
  Its: Authorized Manager

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Stephen
  R. Roark

  	
   

  
	
   

  	
   

  	
  Name:   Stephen R. Roark

  
	
   

  	
   

  	
  Its:   President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  DIVERSIFIED OPPORTUNITIES GROUP LTD.

  
	
   

  	
  By Jacobs Entertainment, Inc., its
  Managing

  Member

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Stephen
  R. Roark

  	
   

  
	
   

  	
   

  	
  Name:   Stephen R. Roark

  
	
   

  	
   

  	
  Its:   Chief Financial
  Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  JACOBS DAKOTA WORKS, LLC

  
	
   

  	
  By: Jacobs Entertainment, Inc., its
  Sole Manager

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Stephen
  R. Roark

  	
   

  
	
   

  	
   

  	
  Name:   Stephen R. Roark

  
	
   

  	
   

  	
  Its:   Chief Financial
  Officer

  



 


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  /s/ Stan
  Guidroz

  	
   

  
	
   

  	
  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

  



 


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  /s/ Ian M.
  Stewart

  	
   

  
	
   

  	
  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, LLC, as its Vice 

  President

  
	
   

  	
  MARYLAND-VIRGINIA RACING CIRCUIT,

  INC., as its President

  
	
   

  	
   

  
	
   

  	
  COLONIAL DOWNS, L.P.

  
	
   

  	
  By: Stansley Racing Corp., its General
  Partner

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Ian M.
  Stewart

  	
   

  
	
   

  	
   

  	
  Name:   Ian M. Stewart

  
	
   

  	
   

  	
  Its:   President

  
						



 


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