EXHIBIT 4.10


 


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: 
469815AF1


 


9.75% Senior Notes due 2014


 


	
  No. 003

  	
  $0

  



 


JACOBS ENTERTAINMENT, INC.


 


promises to pay to CEDE & Co. or registered assigns, the principal sum
of  ZERO 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