EXHIBIT
4.3


 


PLEDGE AGREEMENT dated as of June 16, 2006 (the “Agreement”),
among JACOBS ENTERTAINMENT, INC., a Delaware corporation (the “Borrower”),
BLACK HAWK GAMING & DEVELOPMENT COMPANY, INC., a Colorado corporation (“Black
Hawk” and, together with Borrower, the “Pledgors”) and CREDIT
SUISSE, CAYMAN ISLANDS BRANCH (“Credit Suisse”), as collateral agent (in
such capacity, the “Collateral Agent”) for the Secured Parties (as
defined in the Credit Agreement referred to below).


 


Reference is made to (a) 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 the Borrower, the lenders from time to time party thereto (the “Lenders”),
CIBC World Markets Corp., as Syndication Agent, Wells Fargo Bank, National
Association, as Documentation Agent and Swingline Lender, CIT Lending Services
Corporation, as Documentation Agent and Credit Suisse, as issuing bank (in such
capacity, “Issuing Bank”), Administrative Agent for the Lenders and Collateral
Agent for the Secured Parties and Issuing Bank, (b) the Guarantee
Agreement dated as of June 16, 2006 (as amended, amended and restated, supplemented
or otherwise modified from time to time, the “Guarantee Agreement”),
among the Borrower, the Guarantors (including the Pledgors) party thereto and
the Collateral Agent and (c) the Security Agreement dated as of June 16, 2006
by and among the Pledgors and the Collateral Agent (the “Security Agreement”).


 


The Lenders have agreed to make Loans to the
Borrower, and the Issuing Bank has agreed to issue Letters of Credit for the
account of the Borrower and its Subsidiaries, pursuant to, and upon the terms
and subject to the conditions specified in, the Credit Agreement. Black Hawk
has agreed to guarantee, among other things, all the obligations of the Borrower
under the Credit Agreement (upon the terms specified in the Guarantee
Agreement). The obligations of the Lenders to make Loans and of the Issuing
Bank to issue Letters of Credit are conditioned upon, among other things, the
execution and delivery by the Pledgors of a pledge agreement in the form hereof
to secure (a) the due and punctual payment by the Borrower of (i) the
principal of and premium, if any, and interest (including interest accruing
during the pendency of any bankruptcy, insolvency, receivership or other
similar proceeding, regardless of whether allowed or allowable in such proceeding)
on the Loans, when and as due, whether at maturity, by acceleration, upon one or
more dates set for prepayment or otherwise, (ii) each payment required to
be made by the Borrower under the Credit Agreement in respect of any Letter of
Credit, when and as due, including payments in respect of reimbursement of
disbursements, interest thereon and obligations to provide cash collateral and
(iii) all other monetary obligations, including fees, costs, expenses and
indemnities, whether primary, secondary, direct, contingent, fixed or otherwise
(including monetary obligations incurred during the pendency of any bankruptcy,
insolvency, receivership or other similar proceeding, regardless of whether allowed
or allowable in such proceeding), of the Borrower to the Secured Parties under
the Credit Agreement and the other Loan Documents, (b) the due and
punctual performance of all covenants, agreements, obligations and liabilities
of the Borrower and each Loan Party under or pursuant to the Credit Agreement
and the other Loan Documents and (c) the due and punctual payment and
performance of all obligations of the Borrower under each Hedging Agreement and
Treasury Services


 

















 


Agreement entered into with any counterparty
that was a Lender or Lender Affiliate at the time such Hedging Agreement or
Treasury Services Agreement was entered into (all the monetary and other obligations
described in the preceding clauses (a) through (c) being collectively
called the “Secured Obligations”). Capitalized terms used herein and not
defined herein shall have meanings assigned to such terms in the Credit
Agreement.


 


Accordingly, the Pledgors and the Collateral
Agent, on behalf of itself and each Secured Party (and each of their respective
successors or assigns), hereby agree as follows:


 


SECTION 1.           Pledge.
As security for the payment and performance, as the case may be, in full of the
Secured Obligations, each Pledgor hereby transfers, grants, bargains, sells, conveys,
hypothecates, pledges, sets over and delivers unto the Collateral Agent, its successors
and assigns, and hereby grants to the Collateral Agent, its successors and
assigns, for the ratable benefit of the Secured Parties, a security interest in
all of such Pledgor’s right, title and interest in, to and under (a) subject
to Gaming Laws (as defined in Section 5(c)), the shares of capital stock or
equity interest owned by it and listed on Schedule I hereto and the
certificates representing all such shares (the “Pledged Stock”); (b) subject
to Section 5, all payments of principal or interest, dividends, cash,
instruments and other property from time to time received, receivable or
otherwise distributed, in respect of, in exchange for or upon the conversion of
the securities referred to in clause (a) above; (c) subject to
Section 5, all rights and privileges of each Pledgor with respect to the
securities and other property referred to in clause (a) and (b) above; and
(d) all proceeds of any of the foregoing (the items referred to in
clauses (a) through (d) above being collectively referred to as the “Nevada
Collateral”). Upon delivery to the Collateral Agent, (a) any stock
certificates, or other securities now or hereafter included in the Nevada Collateral
(the “Pledged Securities”) shall be accompanied by stock powers duly
executed in blank satisfactory to the Collateral Agent and by such other
instruments and documents as the Collateral Agent may reasonably request and
(b) all other property comprising part of the Nevada Collateral shall be accompanied
by proper instruments of assignment duly executed by the applicable Pledgor and
such other instruments or documents as the Collateral Agent may reasonably
request. Each delivery of Pledged Securities shall be accompanied by a schedule
describing the securities theretofore and then being pledged hereunder, which
schedule shall be attached hereto as Schedule I and made a part
hereof. Each schedule so delivered shall supersede any prior schedules so delivered.
The security interest granted herein shall also secure all future advances and
re-advances that may be made by the Secured Parties to, or for the benefit of,
the Borrower or the Pledgors.


 


TO HAVE AND TO HOLD the Nevada Collateral,
together with all right, title, interest, powers, privileges and preferences
pertaining or incidental thereto, unto the Collateral Agent, its successors and
assigns, for the ratable benefit of the Secured Parties, forever; subject,
however, to the terms, covenants and conditions hereinafter set forth.


 


2

















 


SECTION 2.           Delivery
of the Nevada Collateral. Each Pledgor agrees promptly to deliver or cause
to be delivered to Dunham Trust Company, the Collateral Agent’s designee in the
State of Nevada (the “Nevada Nominee”), any and all Pledged Securities,
and any and all certificates or other instruments or documents representing the
Nevada Collateral, upon the receipt of all approvals required under Gaming Laws.


 


SECTION 3.           Representations,
Warranties and Covenants. Each Pledgor hereby represents, warrants and
covenants, as to itself and the Nevada Collateral pledged by it hereunder, to
and with the Collateral Agent that:


 


(a)           the Pledged Stock
represents that percentage as set forth on Schedule I of the issued
and outstanding shares of each class of the capital stock and equity interest
of the issuer with respect thereto;


 


(b)           except for the
security interest granted hereunder, such Pledgor (i) is and will at all
times continue to be the direct owner, beneficially and of record, of the
Pledged Securities indicated on Schedule I, (ii) holds the same
free and clear of any mortgage, deed of trust, lien, pledge, encumbrance,
claim, charge, assignment, hypothecation, security interest or encumbrance of
any kind or any arrangement to provide priority or preference or any filing of
any financing statement under the UCC or any other similar notice of lien under
any similar notice or recording statute of any Governmental Authority, including
any easement, right-of-way or other encumbrance on title to Real Property,
whether voluntary or imposed by law, or any agreement to give any of the
foregoing and free and clear of the interest of a vendor or a lessor under any
conditional sale agreement, capital lease or title retention agreement (or any
financing lease having substantially the same economic effect as any of the
foregoing) relating to such property (collectively, “Liens”),
(iii) will make no assignment, pledge, hypothecation or transfer of, or
create or permit to exist any security interest in or other Lien on, the Nevada
Collateral, other than pursuant hereto, and (iv) subject to Section 5
and, with respect to delivery of the Pledged Stock, subject to receipt of all
approvals required under Gaming Laws, will cause any and all Nevada Collateral,
whether for value paid by such Pledgor or otherwise, to be forthwith deposited
with the Collateral Agent and pledged or assigned hereunder;


 


(c)           each Pledgor
(i) has the power and authority to pledge the applicable Nevada Collateral
in the manner hereby done or contemplated and (ii) will defend its title
or interest thereto or therein against any and all Liens (other than the Lien
created by this Agreement), however arising, of all persons whomsoever;


 


(d)           no consent of any
other person (including stockholders or creditors of any Pledgor) and no
consent or approval of any Governmental Authority or any securities exchange
was or is necessary to the validity or effectiveness of the pledge (other than
the approval of the Nevada Gaming Control Board (the “Nevada Board”) and
the Nevada Gaming Commission (the “Nevada Commission” and, together with
the Nevada Board, and any other Nevada state or local agency with jurisdiction
over gaming operations or liquor licensing in the State of Nevada or any
political subdivision thereof, the “Nevada Gaming Authorities”)) effected
hereby;


 


3

















 


(e)           by virtue of the
execution and delivery by each Pledgor of this Agreement, when the Pledged
Securities, certificates or other documents representing or evidencing such Nevada
Collateral are delivered to the Collateral Agent in accordance with this Agreement,
the Collateral Agent will obtain a valid and perfected first lien upon and
security interest in such Pledged Securities as security for the payment and
performance of the Secured Obligations;


 


(f)            the pledge effected
hereby is effective to vest in the Collateral Agent, on behalf of the Secured
Parties, the rights of the Collateral Agent in the Nevada Collateral as set
forth herein;


 


(g)           all of the Pledged
Stock has been duly authorized and validly issued and is fully paid and
nonassessable;


 


(h)           all information set
forth herein relating to the Pledged Stock is accurate and complete in all
material respects as of the date hereof; and


 


(i)            the pledge of the
Pledged Stock pursuant to this Agreement does not violate Regulation T, U or X
of the Federal Reserve Board or any successor thereto as of the date hereof.


 


SECTION 4.           Registration
in Nominee Name; Denominations. The Collateral Agent, on behalf of the
Secured Parties, shall have the right (in its reasonable discretion) to hold
the Pledged Securities in its own name as pledgee, the name of its nominee (as
pledgee or as sub-agent) or the name of the applicable Pledgor, endorsed or
assigned in blank or in favor of the Collateral Agent except that, in the case
of the Pledged Stock, the Collateral Agent will hold the Pledged Stock in the
name of the applicable Pledgor only. Each Pledgor will promptly give to the
Collateral Agent copies of any notices or other communications received by it
with respect to Pledged Securities registered in the name of such Pledgor. The
Collateral Agent shall at all times have the right to exchange the certificates
representing Pledged Securities for certificates of smaller or larger
denominations for any purpose consistent with this Agreement.


 


SECTION 5.           Voting
Rights; Dividends and Interest, etc.


 


(a)           Unless and until an
Event of Default shall have occurred and be continuing:


 


(i)      Each Pledgor shall be
entitled to exercise any and all voting and/or other consensual rights and
powers inuring to an owner of Pledged Securities or any part thereof for any
purpose not prohibited by the terms of this Agreement, the Credit Agreement and
the other Loan Documents. Each Pledgor agrees that it shall not exercise any
such right for any purpose prohibited by the terms of, or if the result thereof
could materially and adversely affect the rights inuring to a holder of the
Pledged Securities or the rights and remedies of any of the Secured Parties
under, this Agreement or the Credit Agreement or any other Loan Document or the
ability of the Secured Parties to exercise the same;


 


4





















 


(ii)     The Collateral Agent
shall execute and deliver to each Pledgor, or cause to be executed and
delivered to each Pledgor, all such proxies, powers of attorney and other
instruments as such Pledgor may reasonably request for the purpose of enabling such
Pledgor to exercise the voting and/or consensual rights and powers it is
entitled to exercise pursuant to subparagraph (i) above and to receive the
cash dividends it is entitled to receive pursuant to subparagraph (iii) below;
and


 


(iii)    Each Pledgor shall be
entitled to receive and retain any and all cash dividends, interest and
principal paid on the Pledged Securities to the extent and only to the extent
that such cash dividends, interest and principal are permitted by, and otherwise
paid in accordance with, the terms and conditions of the Credit Agreement, the
other Loan Documents and applicable laws. All noncash dividends, interest and
principal, and all dividends, interest and principal paid or payable in cash or
otherwise in connection with a partial or total liquidation or dissolution,
return of capital, capital surplus or paid-in surplus, and all other
distributions (other than distributions referred to in the preceding sentence)
made on or in respect of the Pledged Securities, whether paid or payable in
cash or otherwise, whether resulting from a subdivision, combination or
reclassification of the outstanding capital stock of the issuer of any Pledged
Securities or received in exchange for Pledged Securities or any part thereof,
or in redemption thereof, or as a result of any merger, consolidation,
acquisition or other exchange of assets to which such issuer may be a party or
otherwise, shall be and become part of the Nevada Collateral, and, if received
by a Pledgor, shall not be commingled by such Pledgor with any of its other
funds or property but shall be held separate and apart therefrom, shall be held
in trust for the benefit of the Collateral Agent and shall be forthwith
delivered to the Collateral Agent in the same form as so received (with any
necessary endorsement).


 


(b)           Upon the occurrence
and during the continuance of an Event of Default, all rights of each Pledgor
to dividends, interest or principal that the Pledgor is authorized to receive
pursuant to paragraph (a)(iii) above shall cease, and, subject to Gaming
Laws, all such rights shall thereupon become vested in the Collateral Agent,
which shall have the sole and exclusive right and authority to receive and retain
such dividends, interest or principal. All dividends, interest or principal received
by each Pledgor contrary to the provisions of this Section 5 shall be held
in trust for the benefit of the Collateral Agent, shall be segregated from
other property or funds of such Pledgor and shall be forthwith delivered to the
Collateral Agent upon demand in the same form as so received (with any
necessary endorsement). Any and all money and other property paid over to or
received by the Collateral Agent pursuant to the provisions of this
paragraph (b) shall be retained by the Collateral Agent in an account to
be established by the Collateral Agent upon receipt of such money or other
property and shall be applied in accordance with the provisions of
Section 7. After all Events of Default have been cured or waived, the
Collateral Agent shall, within five Business Days after all such Events of
Default have been cured or waived, repay to each Pledgor all cash dividends,
interest or principal (without interest), that such Pledgor would otherwise be
permitted to retain pursuant to the terms of paragraph (a)(iii) above and
which remain in such account.


 


(c)           Upon the occurrence
and during the continuance of an Event of Default, all rights of each Pledgor
to exercise the voting and consensual rights and powers it is entitled to
exercise


 


5

















 


pursuant to
paragraph (a)(i) of this Section 5 other than, in the case of Pledged
Stock, those required pursuant to any applicable federal, state and local gaming
laws, rules or regulations, as amended from time to time (the “Gaming Laws”),
and the obligations of the Collateral Agent under paragraph (a)(ii) of
this Section 5, shall cease, and all such rights shall thereupon become
vested in the Collateral Agent, which shall have the sole and exclusive right
and authority to exercise such voting and consensual rights and powers during
the continuance of such Event of Default, provided that, unless otherwise
directed by the Required Lenders, the Collateral Agent shall have the right
from time to time following and during the continuance of an Event of Default
to permit each Pledgor to exercise such rights. After all Events of Default
have been cured or waived, all rights vested in the Collateral Agent pursuant
to this clause (c) shall cease and each Pledgor will have the right to
exercise the voting and consensual rights and powers that it would otherwise be
entitled to exercise pursuant to the terms of paragraph (a)(i) of this Section 5.


 


(d)           Each Pledgor agrees
that, upon the occurrence of and during the continuance of an Event of Default
and at the Collateral Agent’s request, it will, and will cause each of its
Subsidiaries to, immediately file such applications for approval and shall use
commercially reasonable efforts to take all other and further actions required
by the Collateral Agent to obtain such approvals or consents of the Nevada
Gaming Authorities, and any other Governmental Authorities with jurisdiction as
are necessary for the Collateral Agent, to continue operation of the businesses
of Pledgors and their Subsidiaries under the Gaming Licenses held by it, or its
interest in any Person holding any such Gaming License pursuant to the Gaming
Laws. To enforce the provisions of this Section 5, the Collateral Agent
is empowered to request the appointment of a receiver from any court of
competent jurisdiction. Such receiver shall be instructed to seek from the
Nevada Gaming Authority any other Governmental Authorities with jurisdiction, authorization
pursuant to the Gaming Laws to continue operation of the businesses of each
Pledgor and its Subsidiaries under all necessary Gaming Licenses for the
purpose of seeking a bona fide purchaser of the businesses of each Pledgor and
its Subsidiaries. Each Pledgor hereby agrees to authorize, and to cause each of
its Subsidiaries to authorize such an authorization pursuant to the Gaming Laws
to continue the operation of the businesses of such Pledgor and its
Subsidiaries upon the request of the receiver so appointed and, if any Pledgor
or any such Subsidiary shall refuse to authorize the transfer, its approval may
be required by the court. Upon the occurrence and continuance of any Event of
Default, each Pledgor shall further use, and shall cause its Subsidiaries to
use, commercially reasonable efforts to assist in obtaining approval of the
Nevada Gaming Authority and any other Governmental Authorities with
jurisdiction if required, for any action or transactions contemplated by this
Agreement or the Loan Documents, including, preparation, execution, and filing
with the Nevada Gaming Authority and any other Governmental Authorities with
jurisdiction of any application or applications for authorization pursuant to
the Gaming Laws for the receiver to continue the operation of the businesses of
any Pledgor and its Subsidiaries under any Gaming License or transfer of
control necessary or appropriate under the applicable Gaming Laws for approval
of the transfer or assignment of any portion of the Nevada Collateral. Each
Pledgor acknowledges that the authorization pursuant to the Gaming Laws for the
receiver to continue the operation of the businesses of any Pledgor and its
Subsidiaries under the Gaming Licenses or for a transfer of control is integral
to the Collateral Agent’s realization of the value of the Nevada Collateral,
that there is no adequate remedy at law for failure by each Pledgor to comply
with the provisions of this Section 5 and that such failure would not be 


 


6

















 


adequately
compensable in damages, and therefore agrees that the agreements contained in
this Section 5 may be specifically enforced.


 


(e)           All rights,
remedies, and powers provided in this Agreement and the other Loan Documents
may be exercised only to the extent that the exercise thereof does not violate
any applicable mandatory provision of the Gaming Laws and all provisions of
this Agreement and the other Loan Documents are intended to be subject to all
applicable mandatory provisions of the Gaming Laws and to be limited solely to
the extent necessary to not render the provisions of this Agreement or the
other Loan Documents invalid or unenforceable, in whole or in part. The
CollateralAgent will timely apply for any receive all required approvals of the
Nevada Gaming Authority for the sale of other disposition of gaming equipment
regulated by the Gaming Laws (including any such sale or disposition of gaming
equipment consisting of slot machines, gaming tables, cards, dice, gaming
chips, player tracking systems, and all other “gaming devices” (as such term or
words of like import referring thereto are defined in the Gaming Laws), and “associated
equipment” (as such term or words of like import referring thereto are defined
in the Gaming Law).


 


(f)            For purposes
hereof, “Gaming License” means any finding of suitability, registration,
license, franchise, or other finding of qualification, or other approval or
authorization required to own, lease, operate or otherwise conduct or manage
gaming activities in the State of Nevada and all applicable liquor licenses.


 


SECTION 6.           Remedies
upon Default. Upon the occurrence and during the continuance of an Event of
Default, subject to applicable regulatory and legal requirements (including the
Gaming Laws), the Collateral Agent may sell the Nevada Collateral, or any part
thereof, at public or private sale or at any broker’s board or on any
securities exchange, for cash, upon credit or for future delivery as the
Collateral Agent shall deem appropriate. The Collateral Agent shall be
authorized at any such sale (if it deems it advisable to do so) to restrict the
prospective bidders or purchasers to persons who will represent and agree that
they are purchasing the Nevada Collateral for their own account for investment
and not with a view to the distribution or sale thereof, and upon consummation
of any such sale the Nevada Collateral Agent shall have the right to assign,
transfer and deliver to the purchaser or purchasers thereof the Nevada Collateral
so sold. Each such purchaser at any such sale shall hold the property sold
absolutely free from any claim or right on the part of the Pledgors, and, to
the extent permitted by applicable law, the Pledgors hereby waive all rights of
redemption, stay, valuation and appraisal the Pledgors now have or may at any
time in the future have under any rule of law or statute now existing or
hereafter enacted.


 


In the event that, upon the occurrence and
during the continuance of an Event of Default, the Collateral Agent intends to
exercise any of the voting and other rights with respect to any Pledged Stock,
including, but not limited to (i) re-registration of any Pledged Stock, or (ii)
foreclosure, transfer or other enforcement of the security interests in any
Pledged Stock, pursuant to applicable Gaming Laws, such exercise of remedies
shall require the prior approval of any agency, authority, board (including the
Nevada Gaming Authorities), bureau, commission, department, office or
instrumentality of any nature whatsoever of the United States or foreign
government, any state, province or city or other political subdivision, whether
now or hereafter existing,


 


7

















 


or any officer or official thereof,
including, without limitation, the gaming commission and any other agency with
authority to regulate any gaming operation or proposed gaming operation owned,
managed or operated by each Pledgor or its subsidiaries (the “Gaming
Authorities”) and/or licensing of the Collateral Agent or its nominee
(unless such licensing requirement is waived by the applicable Gaming
Authorities upon the application of the Collateral Agent or its nominee),
pursuant to applicable Gaming Laws. The approval by the applicable Gaming
Authorities of this Agreement shall not act or be construed as the approval,
either express or implied, for the Collateral Agent to take any action or steps
provided for in this Agreement for which prior approval of any applicable
Gaming Authorities is required, without first obtaining such prior approval of
such applicable Gaming Authorities to the extent then required by applicable
Gaming Law.


 


The Collateral Agent shall give the
applicable Pledgor 10 days’ prior written notice (which such Pledgor agrees is
reasonable notice within the meaning of Section 9-612 of the Uniform
Commercial Code as in effect in the State of New York or its equivalent in
other jurisdictions) of the Collateral Agent’s intention to make any sale of such
Pledgor’s Nevada Collateral. Such notice, in the case of a public sale, shall
state the time and place for such sale and, in the case of a sale at a broker’s
board or on a securities exchange, shall state the board or exchange at which
such sale is to be made and the day on which the Nevada Collateral, or portion
thereof, will first be offered for sale at such board or exchange. Any such
public sale shall be held at such time or times within ordinary business hours
and at such place or places as the Collateral Agent may fix and state in the
notice of such sale. At any such sale, the Nevada Collateral, or portion
thereof, to be sold may be sold in one lot as an entirety or in separate
parcels, as the Collateral Agent may (in its sole and absolute discretion)
determine. The Collateral Agent shall not be obligated to make any sale of any Nevada
Collateral if it shall determine not to do so, regardless of the fact that
notice of sale of such Nevada Collateral shall have been given. The Collateral
Agent may, without notice or publication, adjourn any public or private sale or
cause the same to be adjourned from time to time by announcement at the time
and place fixed for sale, and such sale may, without further notice, be made at
the time and place to which the same was so adjourned. In case any sale of all
or any part of the Nevada Collateral is made on credit or for future delivery,
the Nevada Collateral so sold may be retained by the Collateral Agent until the
sale price is paid in full by the purchaser or purchasers thereof, but the
Collateral Agent shall not incur any liability in case any such purchaser or purchasers
shall fail to take up and pay for the Nevada Collateral so sold and, in case of
any such failure, such Nevada Collateral may be sold again upon like notice. At
any public (or, to the extent permitted by applicable law, private) sale made
pursuant to this Section 6, any Secured Party may bid for or purchase,
free from any right of redemption, stay or appraisal on the part of the applicable
Pledgor (all said rights being also hereby waived and released), the Nevada Collateral
or any part thereof offered for sale and may make payment on account thereof by
using any claim then due and payable to it from such Pledgor as a credit
against the purchase price, and it may, upon compliance with the terms of sale,
hold, retain and dispose of such property without further accountability to
such Pledgor therefor. For purposes hereof, (a) a written agreement to
purchase the Nevada Collateral or any portion thereof shall be treated as a
sale thereof, (b) the Collateral Agent shall be free to carry out such
sale pursuant to such agreement and (c) the Pledgors shall not be entitled to
the return of the Nevada Collateral or any portion thereof subject thereto,
notwithstanding the fact that after the Nevada Collateral Agent shall have entered
into such an agreement all Events of Default shall


 


8

















 


have been remedied and the Secured Obligations
paid in full. As an alternative to exercising the power of sale herein
conferred upon it, the Collateral Agent may proceed by a suit or suits at law
or in equity to foreclose upon the Nevada Collateral and to sell the Nevada Collateral
or any portion thereof pursuant to a judgment or decree of a court or courts
having competent jurisdiction or pursuant to a proceeding by a court-appointed
receiver. Any sale pursuant to the provisions of this Section 6 shall be
deemed to the extent permitted by applicable law to conform to the commercially
reasonable standards as provided in Section 9-610(b) of the Uniform Commercial
Code as in effect in the State of New York or its equivalent in other jurisdictions.


 


SECTION 7.           Application
of Proceeds of Sale. Upon the occurrence and during the continuance of an
Event of Default, the proceeds of any sale of Nevada Collateral pursuant to
Section 6, as well as any Nevada Collateral consisting of cash, shall be applied
by the Collateral Agent as follows:


 


FIRST, to the
payment of all reasonable costs and expenses incurred by the Administrative
Agent or the Collateral Agent in connection with such sale or otherwise in
connection with this Agreement, any other Loan Document or any of the Secured Obligations,
including all court costs and the reasonable fees and expenses of its agents
and legal counsel, the repayment of all advances made by the Collateral Agent
hereunder or under any other Loan Document on behalf of the Pledgors and any
other reasonable costs or expenses incurred in connection with the exercise of
any right or remedy hereunder or under any other Loan Document;


 


SECOND, to the
payment in full of the Secured Obligations (the amounts so applied to be
distributed among the Secured Parties pro rata in accordance with the amounts
of the Secured Obligations owed to them on the date of any such distribution);
and


 


THIRD, to each
Pledgor, its successors or assigns, or as a court of competent jurisdiction may
otherwise direct.


 


The Collateral Agent shall have absolute
discretion as to the time of application of any such proceeds, moneys or
balances in accordance with this Agreement. Upon any sale of the Nevada Collateral
by the Collateral Agent (including pursuant to a power of sale granted by
statute or under a judicial proceeding), the receipt of the purchase money by
the Collateral Agent or of the officer making the sale shall be a sufficient
discharge to the purchaser or purchasers of the Nevada Collateral so sold and
such purchaser or purchasers shall not be obligated to see to the application
of any part of the purchase money paid over to the Collateral Agent or such
officer or be answerable in any way for the misapplication thereof.


 


SECTION 8.           Reimbursement
of Collateral Agent.


 


(a)           Each Pledgor agrees
to pay upon demand to the Collateral Agent the amount of any and all reasonable
expenses, including the reasonable fees, other charges and disbursements of its
counsel and of any experts or agents, that the Collateral Agent may incur in
connection with (i) the administration of this Agreement, (ii) the
custody or preservation of, or the sale of, collection from, or other
realization upon, any of the Nevada Collateral, (iii) the exercise or
enforcement


 


9

















 


of any of the
rights of the Collateral Agent hereunder or (iv) the failure by such
Pledgor to perform or observe any of the provisions hereof.


 


(b)           Without limitation
of its indemnification obligations under the other Loan Documents, each Pledgor
agrees to indemnify the Collateral Agent and the Indemnitees (as defined in Section 10.03(b)
of the Credit Agreement) against, and hold each Indemnitee harmless from, any
and all losses, claims, damages, liabilities and related expenses, including
reasonable counsel fees, other charges and disbursements, incurred by or
asserted against any Indemnitee arising out of, in any way connected with, or
as a result of (i) the execution or delivery of this Agreement or any
other Loan Document or any agreement or instrument contemplated hereby or
thereby, the performance by the parties hereto of their respective obligations
thereunder or the consummation of the Transactions and the other transactions
contemplated thereby or (ii) any claim, litigation, investigation or
proceeding relating to any of the foregoing, whether or not any Indemnitee is a
party thereto, provided that such indemnity shall not, as to any
Indemnitee, be available to the extent that such losses, claims, damages, liabilities
or related expenses are determined by a court of competent jurisdiction by
final and nonappealable judgment to have resulted from the gross negligence,
bad faith or wilful misconduct of such Indemnitee or any of its Affiliates.


 


(c)           Any amounts payable
as provided hereunder shall be additional Secured Obligations secured hereby
and by the other Security Documents. The provisions of this Section 8
shall remain operative and in full force and effect regardless of the termination
of this Agreement, the consummation of the transactions contemplated hereby,
the repayment of any of the Secured Obligations, the invalidity or
unenforceability of any term or provision of this Agreement or any other Loan
Document or any investigation made by or on behalf of the Collateral Agent or
any other Secured Party. All amounts due under this Section 8 shall be
payable on written demand therefor and shall bear interest at the rate
specified in Section 2.06 of the Credit Agreement.


 


SECTION 9.           Collateral
Agent Appointed Attorney-in-Fact. Subject to Gaming Laws, each Pledgor
hereby appoints the Collateral Agent the attorney-in-fact of such Pledgor for
the purpose of carrying out the provisions of this Agreement and taking any
action and executing any instrument that the Collateral Agent may reasonably
deem necessary or advisable to accomplish the purposes hereof, which
appointment is irrevocable and coupled with an interest. Without limiting the
generality of the foregoing, the Collateral Agent shall have the right, upon
the occurrence and during the continuance of an Event of Default, with full
power of substitution either in the Collateral Agent’s name or in the name of
the applicable Pledgor, to ask for, demand, sue for, collect, receive and give
acquittance for any and all moneys due or to become due under and by virtue of
any Nevada Collateral, to endorse checks, drafts, orders and other instruments
for the payment of money payable to the applicable Pledgor representing any
interest or dividend or other distribution payable in respect of the Nevada Collateral
or any part thereof or on account thereof and to give full discharge for the
same, to settle, compromise, prosecute or defend any action, claim or proceeding
with respect thereto, and to sell, assign, endorse, pledge, transfer and to
make any agreement respecting, or otherwise deal with, the same; provided,
however, that nothing herein contained shall be construed as requiring
or obligating the Collateral Agent to make any commitment or to make any
inquiry as to the nature or sufficiency of any payment received by the
Collateral Agent, or to present or file any claim or notice, or to take any
action with respect to the Nevada Collateral or any part thereof or the moneys
due or to become


 


10

















 


due in respect thereof or any property covered thereby. The Collateral
Agent and the other Secured Parties shall be accountable only for amounts
actually received as a result of the exercise of the powers granted to them
herein, and neither they nor their officers, directors, employees or agents
shall be responsible to the Pledgors for any act or failure to act hereunder,
except for their own gross negligence or wilful misconduct.


 


SECTION 10.         Waivers;
Amendment.


 


(a)           No failure or delay
of the Collateral Agent in exercising any power or right hereunder shall
operate as a waiver thereof, nor shall any single or partial exercise of any
such right or power, or any abandonment or discontinuance of steps to enforce
such a right or power, preclude any other or further exercise thereof or the
exercise of any other right or power. The rights and remedies of the Collateral
Agent hereunder and of the other Secured Parties under the other Loan Documents
are cumulative and are not exclusive of any rights or remedies that they would
otherwise have. No waiver of any provisions of this Agreement or consent to any
departure by the Pledgor therefrom shall in any event be effective unless the
same shall be permitted by paragraph (b) below, and then such waiver or
consent shall be effective only in the specific instance and for the purpose
for which given. No notice or demand on either Pledgor in any case shall entitle
such Pledgor to any other or further notice or demand in similar or other circumstances.


 


(b)           Neither this
Agreement nor any provision hereof may be waived, amended or modified except
pursuant to a written agreement entered into between the Collateral Agent and
the Pledgors with respect to which such waiver, amendment or modification is to
apply, subject to any consent required in accordance with Section 10.02 of
the Credit Agreement.


 


SECTION 11.         Securities
Act, etc. In view of the position of each Pledgor in relation to the
Pledged Securities, or because of other current or future circumstances, a
question may arise under the Securities Act of 1933, as now or hereafter in
effect, or any similar statute hereafter enacted analogous in purpose or effect
(such Act and any such similar statute as from time to time in effect being
called the “Federal Securities Laws”) with respect to any disposition of
the Pledged Securities permitted hereunder. Each Pledgor understands that
compliance with the Federal Securities Laws might very strictly limit the
course of conduct of the Collateral Agent if the Collateral Agent were to
attempt to dispose of all or any part of the Pledged Securities, and might also
limit the extent to which or the manner in which any subsequent transferee of
any Pledged Securities could dispose of the same. Similarly, there may be other
legal restrictions or limitations affecting the Collateral Agent in any attempt
to dispose of all or part of the Pledged Securities under applicable Blue Sky or
other state securities laws or similar laws analogous in purpose or effect. Each
Pledgor recognizes that in light of such restrictions and limitations the Collateral
Agent may, with respect to any sale of the Pledged Securities, limit the purchasers
to those who will agree, among other things, to acquire such Pledged Securities
for their own account, for investment, and not with a view to the distribution
or resale thereof. Each Pledgor acknowledges and agrees that in light of such
restrictions and limitations, the Collateral Agent, in its sole and absolute
discretion, (a) may proceed to make such a sale whether or not a
registration statement for the purpose of registering such Pledged Securities
or part thereof shall have been filed under the Federal Securities Laws and
(b) may approach and negotiate with a single potential purchaser to effect
such sale. Each Pledgor acknowledges and agrees that any such sale


 


11

















 


might result in prices and other terms less favorable to the seller
than if such sale were a public sale without such restrictions. In the event of
any such sale, the Collateral Agent shall incur no responsibility or liability
for selling all or any part of the Pledged Securities at a price that the
Collateral Agent, in its sole and absolute discretion, may in good faith deem
reasonable under the circumstances, notwithstanding the possibility that a
substantially higher price might have been realized if the sale were deferred
until after registration as aforesaid or if more than a single purchaser were
approached. The provisions of this Section 11 will apply notwithstanding
the existence of a public or private market upon which the quotations or sales
prices may exceed substantially the price at which the Collateral Agent sells.


 


SECTION 12.         Condition
Precedent. Notwithstanding anything to the contrary contained in this
Agreement, certificates representing the shares of capital stock or equity interest
owned by the Pledgors and listed on Schedule I hereto shall not be physically
delivered to the Collateral Agent pursuant to the terms of this Agreement prior
to receipt of all approvals required under Gaming Laws; provided, however, that
this Section 12 shall not affect any other provision of this Agreement in any
way.


 


SECTION 13.         Security
Interest Absolute. To the extent permitted by applicable law, all rights of
the Collateral Agent hereunder, the grant of a security interest in the Nevada
Collateral and all obligations of the Pledgor hereunder, shall be absolute and
unconditional irrespective of (a) any lack of validity or enforceability
of the Credit Agreement, any other Loan Document, any agreement with respect to
any of the Secured Obligations or any other agreement or instrument relating to
any of the foregoing, (b) any change in the time, manner or place of
payment of, or in any other term of, all or any of the Secured Obligations, or
any other amendment or waiver of or any consent to any departure from the
Credit Agreement, any other Loan Document or any other agreement or instrument
relating to any of the foregoing, (c) any exchange, release or nonperfection
of any other collateral, or any release or amendment or waiver of or consent to
or departure from any guaranty, for all or any of the Secured Obligations or
(d) any other circumstance that might otherwise constitute a defense
available to, or a discharge of, either Pledgor in respect of the Secured Obligations
or in respect of this Agreement (other than the indefeasible payment in full of
all the Secured Obligations).


 


SECTION 14.         Termination
or Release.


 


(a)           This Agreement and
the security interests granted hereby shall terminate when all the Secured Obligations
have been paid in full and the Lenders have no further commitment to lend under
the Credit Agreement, the LC Exposure has been reduced to zero and the
Issuing Bank has no further obligation to issue Letters of Credit under the
Credit Agreement.


 


(b)           Upon any sale or
other transfer by the Pledgors of any Nevada Collateral that is permitted under
the Credit Agreement to any person that is not a Pledgor (as such term is defined
in the Credit Agreement), or, upon the effectiveness of any written consent to
the release of the security interest granted hereby in any Nevada Collateral
pursuant to Section 10.02 of the Credit Agreement, the security interest
in such Nevada Collateral shall be automatically released.


 


12

















 


(c)           In connection with
any termination or release pursuant to paragraph (a) or (b), the
Collateral Agent shall (i) promptly deliver to the applicable Pledgor all Nevada
Collateral pledged to the Collateral Agent herein and (ii) execute and deliver
to the applicable Pledgor, at such Pledgor’s expense, all documents that such
Pledgor shall reasonably request from time to time to evidence such termination
or release. Any execution and delivery of documents pursuant to this
Section 14 shall be without recourse to or warranty by the Collateral
Agent.


 


SECTION 15.         Notices.
All communications and notices hereunder shall be in writing and given as provided
in Section 10.01 of the Credit Agreement. All communications and notices
hereunder to each Pledgor shall be given to it in care of the Borrower at the
Borrower’s address set forth in Section 10.01 of the Credit Agreement.


 


SECTION 16.         Further
Assurances. Each Pledgor agrees to do such further acts and things, and to
execute and deliver such additional conveyances, assignments, agreements and
instruments, as the Collateral Agent may at any time reasonably request in connection
with the administration and enforcement of this Agreement or with respect to
the Nevada Collateral or any part thereof or in order better to assure and confirm
unto the Collateral Agent its rights and remedies hereunder.


 


SECTION 17.         Binding
Effect; Several Agreement; Assignments. Whenever in this Agreement any of
the parties hereto is referred to, such reference shall be deemed to include
the successors and assigns of such party; and all covenants, promises and agreements
by or on behalf of the Pledgors that are contained in this Agreement shall bind
and inure to the benefit of its successors and assigns. This Agreement shall
become effective as to each Pledgor when a counterpart hereof executed on
behalf of such Pledgor shall have been delivered to the Collateral Agent and a
counterpart hereof shall have been executed on behalf of the Collateral Agent,
and thereafter shall be binding upon such Pledgor and the Collateral Agent and
their respective successors and assigns, and shall inure to the benefit of such
Pledgor, the Collateral Agent and the other Secured Parties, and their
respective successors and assigns, except that such Pledgor shall not have the
right to assign its rights hereunder or any interest herein or in the Nevada
Collateral (and any such attempted assignment shall be void), except as
expressly contemplated by this Agreement or the other Loan Documents. If all of
the capital stock of a Pledgor is sold, transferred or otherwise disposed of to
a person that is not an Affiliate of the Borrower pursuant to a transaction
permitted by Section 6.05 of the Credit Agreement, such Pledgor shall be
released from its obligations under this Agreement without further action. This
Agreement shall be construed as a separate agreement with respect to each
Pledgors and may be amended, modified, supplemented, waived or released with
respect to each Pledgor without the approval of any other Pledgor (as such term
is defined in the Credit Agreement) and without affecting the obligations of
any other Pledgor (as such term is defined in the Credit Agreement) under the
Credit Agreement or under any other Loan Document.


 


SECTION 18.         Survival
of Agreement; Severability.


 


(a)           All covenants,
agreements, representations and warranties made by the Borrower or the Pledgors
in the Loan Documents and in the certificates or other instruments delivered in
connection with or pursuant to this Agreement or any other Loan Document shall
be considered to have been relied upon by the other parties hereto and shall
survive the execution and delivery


 


13

















 


of the Loan
Documents and the making of any Loans and issuance of any Letters of Credit, regardless
of any investigation made by any such other party or on its behalf and
notwithstanding that the Agents, the Issuing Bank or any Lender may have had
notice or knowledge of any Default or incorrect representation or warranty at
the time any credit is extended hereunder, and shall continue in full force and
effect as long as the principal of or any accrued interest on any Loan or any
Fee or any other amount payable under this Agreement (other than claims not yet
asserted, including as to indemnification claims) is outstanding and unpaid or
any Letter of Credit is outstanding and so long as the Commitments have not
expired or terminated.


 


(b)           Any provision of
this Agreement held to be invalid, illegal or unenforceable in any jurisdiction
shall, as to such jurisdiction, be ineffective to the extent of such
invalidity, illegality or unenforceability without affecting the validity,
legality and enforceability of the remaining provisions hereof; and the
invalidity of a particular provision in a particular jurisdiction shall not
invalidate such provision in any other jurisdiction.


 


SECTION 19.         Governing
Law. This Agreement shall be construed in accordance with and governed by
the law of the State of New York, without regard to conflicts of law principles
that would require the application of the laws of another jurisdiction.


 


SECTION 20.         Counterparts;
Integration; Effectiveness. This Agreement may be executed in counterparts
(and by different parties hereto in different counterparts), each of which
shall constitute an original, but all of which when taken together shall constitute
a single contract. This Agreement and the other Loan Documents, and any
separate letter agreements with respect to fees payable to the Administrative
Agent, constitute the entire contract among the parties relating to the subject
matter hereof and supersede any and all previous agreements and understandings,
oral or written, relating to the subject matter hereof. Except as provided in Section
4.01 of the Credit Agreement, this Agreement shall become effective when it
shall have been executed by the Administrative Agent and when the
Administrative Agent shall have received counterparts hereof that, when taken
together, bear the signatures of each of the other parties hereto. Delivery of
an executed counterpart of a signature page of this Agreement by telecopier
shall be effective as delivery of a manually executed counterpart of this Agreement.


 


SECTION 21.         Rules
of Interpretation. The definitions of terms herein shall apply equally to
the singular and plural forms of the terms defined. Whenever the context may
require, any pronoun shall include the corresponding masculine, feminine and
neuter forms. The words “include,” “includes” and “including” shall be deemed
to be followed by the phrase “without limitation.”  The word “will” shall be construed to have the
same meaning and effect as the word “shall.” 
Unless the context requires otherwise (a) any definition of or reference
to any Loan Document, agreement, instrument or other document herein shall be
construed as referring to such agreement, instrument or other document as from
time to time amended, supplemented or otherwise modified (subject to any restrictions
on such amendments, supplements or modifications set forth herein),
(b) any reference herein to any person shall be construed to include such
person’s successors and assigns, (c) the words “herein,” “hereof” and “hereunder,”
and words of similar import, shall be construed to refer to this Agreement in
its entirety and not to any particular provision hereof, (d) all
references herein to Sections and Schedules shall be construed to refer to Sections
of and Schedules to, this Agreement, (e) any reference to any law or
regulation


 


14

















 


herein shall refer to such law or regulation as amended, modified or supplemented
from time to time and (f) the words “asset” and “property” shall be
construed to have the same meaning and effect and to refer to any and all
tangible and intangible assets and properties, including cash, securities,
accounts and contract.


 


SECTION 22.         Jurisdiction;
Waiver of Venue; Consent to Service of Process.


 


(a)           Submission to
Jurisdiction. Each Loan Party hereby irrevocably and unconditionally
submits, for itself and its property, to the nonexclusive jurisdiction of the
Supreme Court of the State of New York sitting in New York County and of the
United States District Court of the Southern District of New York, and any
appellate court from any thereof, in any action or proceeding arising out of or
relating to any Loan Document, or for recognition or enforcement of any
judgment, and each of the parties hereto hereby irrevocably and unconditionally
agrees that all claims in respect of any such action or proceeding may be heard
and determined in such New York State court or, to the fullest extent permitted
by applicable law, in such Federal court. Each of the parties hereto agrees
that a final judgment in any such action or proceeding shall be conclusive and
may be enforced in other jurisdictions by suit on the judgment or in any other
manner provided by law. Nothing in this Agreement or any other Loan Document
shall affect any right that the Administrative Agent, the Issuing Bank or any
Lender may otherwise have to bring any action or proceeding relating to this
Agreement or any other Loan Document against any Loan Party or its properties
in the courts of any jurisdiction.


 


(b)           Waiver of Venue.
Each Loan Party hereby irrevocably and unconditionally waives, to the fullest
extent permitted by applicable Requirements of Law, any objection which it may now
or hereafter have to the laying of venue of any suit, action or proceeding
arising out of or relating to this Agreement or any other Loan Document in any
court referred to in Section 15. Each of the parties hereto hereby
irrevocably waives, to the fullest extent permitted by applicable Requirements
of Law, the defense of an inconvenient forum to the maintenance of such action
or proceeding in any such court.


 


(c)           Service of
Process. Each party hereto irrevocably consents to service of process in
any action or proceeding arising out of or relating to any Loan Document, in
the manner provided for notices (other than telecopier or electronic
communications) in Section 15. Nothing in this Agreement or any
other Loan Document will affect the right of any party hereto to serve process
in any other manner permitted by applicable Requirements of Law.


 


SECTION 23.         Waiver
of Jury Trial. Each Loan Party hereby waives, to the fullest extent
permitted by applicable Requirements of Law, any right it may have to a trial
by jury in any legal proceeding directly or indirectly arising out of or relating
to this Agreement, any other Loan Document or the transactions contemplated
hereby (whether based on contract, tort or any other theory). Each party hereto
(a) certifies that no representative, agent or attorney of any other party
has represented, expressly or otherwise, that such other party would not, in
the event of litigation, seek to enforce the foregoing waiver and
(b) acknowledges that it and the other parties hereto have been induced to
enter into this Agreement by, among other things, the mutual waivers and
certifications in this Section.


 


15

















 


SECTION 24.         Authorization
Regarding Filing of Financing Statements. Each Pledgor authorizes the
Collateral Agent to file financing statements with respect to the Nevada
Collateral owned by it in such form and in such filing offices as the
Collateral Agent reasonably determines appropriate to perfect the security
interests of the Collateral Agent under this Agreement. A carbon, photographic
or other reproduction of this Agreement shall be sufficient as a financing
statement for filing in any jurisdiction.


 


SECTION 25.         Compliance
with Gaming Laws. Notwithstanding anything to the contrary contained herein
or in any of the other Loan Documents, the Collateral Agent expressly acknowledges
and agrees that the exercise of its rights, powers, privileges and remedies
under this Agreement is subject to the mandatory provisions of the Gaming Laws
and the requirements of the Nevada Gaming Authorities. Specifically, the
Collateral Agent acknowledges and agrees that:


 


(a)           The pledge of the Pledged Stock by each
Pledgor, and any restrictions on the transfer of and agreements not to encumber
the Pledged Stock contained in this Agreement or in any other Loan Documents,
are not effective without the prior approval of the Nevada Gaming Authorities;


 


(b)           Any amendment of this Agreement will
require the approval of the Nevada Gaming Authorities before such amendment
will be effective;


 


(c)           The Collateral Agent and the Nevada
Nominee shall be required to comply with the conditions, if any, imposed by the
Nevada Gaming Authorities in connection with its approval of the pledge granted
hereunder by each Pledgor, including, without limitation, the requirement that
the Collateral Agent, by and through the Nevada Nominee as its agent, maintain
the certificates evidencing the Pledged Stock at a location in Nevada
designated to the Nevada Board, and that the Collateral Agent and the Nevada
Nominee permit agents or employees of the Nevada Board to inspect such
certificates immediately upon request during normal business hours; and


 


(d)           Neither the Collateral Agent nor the
Nevada Nominee shall surrender possession of any certificate evidencing the
Pledged Stock to any person other than the respective Pledgor without the prior
approval of the Nevada Gaming Authorities or as otherwise permitted by the
Gaming Laws.


 


16

















 


IN WITNESS WHEREOF, the parties hereto have
duly executed this Agreement as of the day and year first above written.


 


	
   

  	
  JACOBS
  ENTERTAINMENT, INC.

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jeffrey P. Jacobs

  
	
   

  	
   

  	
  Name: Jeffrey P. Jacobs

  
	
   

  	
   

  	
  Title: Chief Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
  BLACK HAWK GAMING & DEVELOPMENT

  COMPANY, INC.

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Stephen R. Roark

  
	
   

  	
   

  	
  Name: Stephen R. Roark

  
	
   

  	
   

  	
  Title: President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  CREDIT SUISSE, CAYMAN ISLANDS

  BRANCH, as Collateral Agent,

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Cassandra Droogan

  
	
   

  	
   

  	
  Name: Cassandra Droogan

  
	
   

  	
   

  	
  Title: Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Doreen Barr

  
	
   

  	
   

  	
  Name: Doreen Barr

  
	
   

  	
   

  	
  Title: Vice President

  



 


17

















 


Schedule I to the

Pledge Agreement


 


CAPITAL STOCK


 


	
  Issuer (Jurisdiction of

  Incorporation)

  	
   

  	
  Number

  of

  Certificate

  	
   

  	
  Registered

  Owner

  	
   

  	
  Number

  and

  Class of Shares

  	
   

  	
  Percentage of

  Shares

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Jacobs
  Pinon Plaza Entertainment, Inc. (Nevada)

  	
   

  	
  1

  	
   

  	
  Jacobs
  Entertainment, Inc.

  	
   

  	
  100 / Common

  	
   

  	
  100

  	
  %

  
	
  Gold
  Dust West Casino, Inc. (Nevada)

  	
   

  	
  1

  	
   

  	
  Black
  Hawk Gaming & Development Company, Inc.

  	
   

  	
  100 / Common

  	
   

  	
  100

  	
  %

  
	
  Black
  Hawk Gaming & Development Company, Inc. (Colorado)

  	
   

  	
  2

  	
   

  	
  Jacobs
  Entertainment, Inc.

  	
   

  	
  1,000 / Capital Stock

  	
   

  	
  100

  	
  %

  
	
  Jacobs
  Elko Entertainment, Inc.

  	
   

  	
  1

  	
   

  	
  Jacobs
  Entertainment, Inc.

  	
   

  	
  100 / Common Stock

  	
   

  	
  100

  	
  %

  



 


DEBT SECURITIES(1)


 


	
  Issuer

  	
   

  	
  Principal Amount

  	
   

  	
  Date of Note

  	
   

  	
  Maturity Date

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 






(1)           Company to confirm
that there are none.