EXHIBIT 4.4


 


GUARANTEE
AGREEMENT dated as of June 16, 2006, among JACOBS ENTERTAINMENT, INC. (“Borrower”),
each of the subsidiaries of Borrower listed on Schedule I hereto or
from time to time party hereto by execution of a supplement referred to in Section 19
below (each such subsidiary individually, a “Guarantor” and, together,
the “Guarantors”) and CREDIT SUISSE, CAYMAN ISLANDS BRANCH (“CS”),
as collateral agent (the “Collateral Agent”) for the Secured Parties (as
defined in the Credit Agreement).


 


Reference is
made to 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 Borrower, the lenders from time to time party
thereto (the “Lenders”), CS, as administrative agent for the Lenders (in
such capacity, the “Administrative Agent”) and Collateral Agent and
issuing bank (in such capacity, the “Issuing Bank”).  Capitalized terms used herein and not defined
herein shall have the meanings assigned to such terms in the Credit Agreement.


 


The Lenders
have agreed to make Loans to Borrower, and the Issuing Bank has agreed to issue
Letters of Credit for the account of Borrower and its Restricted Subsidiaries,
pursuant to, and upon the terms and subject to the conditions specified in, the
Credit Agreement.  Each of the Guarantors
acknowledges that it will derive substantial benefit from the making of the
Loans by the Lenders, and the issuance of the Letters of Credit by the Issuing
Bank and is therefore willing to enter into this Guarantee Agreement.  The obligations of the Lenders to make Loans
and of the Issuing Bank to issue Letters of Credit are conditioned on, among
other things, the execution and delivery by Borrower and the Guarantors of a
Guarantee Agreement in the form hereof. 
As consideration therefor and in order to induce the Lenders to make
Loans and the Issuing Bank to issue the Letters of Credit, Borrower and the
Guarantors are willing to execute this Agreement.


 


Accordingly,
the parties hereto agree as follows:


 


SECTION 1.                                Guarantee.  The Guarantors hereby jointly and severally
guarantee, as a primary obligor and not as a surety to each Secured Party and
their respective successors and assigns, the prompt payment in full when due
(whether at stated maturity, by required prepayment, declaration, demand, by
acceleration or otherwise) of the principal of and interest (including any
interest, fees, costs or charges that would accrue but for the provisions of
the Title 11 of the United States Code after any bankruptcy or insolvency
petition under Title 11 of the United States Code) on the Loans made by the
Lenders to, and the Notes held by each Lender of, Borrower, and all other
Secured Obligations from time to time owing to the Secured Parties by any Loan
Party under any Loan Document, Hedging Agreement or Treasury Services Agreement
entered into with a counterparty that is a Secured Party, in each case strictly
in accordance with the terms thereof (such obligations being herein
collectively called the “Guaranteed Obligations”).  The Guarantors hereby jointly and severally
agree that if Borrower or other Guarantor(s) shall fail to pay in full when due
(whether at stated maturity, by acceleration or otherwise) any of the
Guaranteed Obligations, the Guarantors will promptly pay


 

















 


the Guaranteed Obligations to the Secured Parties in cash, on demand,
and that in the case of any extension of time of payment or renewal of any of
the Guaranteed Obligations, the same will be promptly paid in full when due (whether
at extended maturity, by acceleration or otherwise) in accordance with the
terms of such extension or renewal.


 


SECTION 2.                                Obligations
Unconditional.  The obligations of
the Guarantors under this Agreement shall constitute a guaranty of payment and,
to the fullest extent permitted by applicable Requirements of Law, are
absolute, irrevocable and unconditional, joint and several, irrespective of the
value, genuineness, validity, regularity or enforceability of the Guaranteed
Obligations of Borrower under the Credit Agreement, the Notes, if any, or any
other agreement or instrument referred to in the Credit Agreement or therein,
or any substitution, release or exchange of any other guarantee of or security
for any of the Guaranteed Obligations, and, irrespective of any other
circumstance whatsoever that might otherwise constitute a legal or equitable
discharge or defense of a surety or Guarantor (except for payment in full of
the Guaranteed Obligations).  Without
limiting the generality of the foregoing, to the fullest extent permitted by
applicable Requirements of Law it is agreed that the occurrence of any one or
more of the following shall not alter or impair the liability of the Guarantors
hereunder which shall remain absolute, irrevocable and unconditional under any
and all circumstances as described above: 
(i) at any time or from time to time, without notice to the
Guarantors, the time for any performance of or compliance with any of the
Guaranteed Obligations shall be extended, or such performance or compliance
shall be waived; (ii) any of the acts mentioned in any of the provisions
of the Credit Agreement, or the Notes, if any, or any other agreement or
instrument referred to herein or therein shall be done or omitted; (iii) the
maturity of any of the Guaranteed Obligations shall be accelerated, or any of
the Guaranteed Obligations shall be amended in any respect, or any right under
the Loan Documents or any other agreement or instrument referred to herein or
therein shall be amended or waived in any respect or any other guarantee of any
of the Guaranteed Obligations or any security therefor shall be released or
exchanged in whole or in part or otherwise dealt with; (iv) any Lien or
security interest granted to, or in favor of, Issuing Bank or any Lender or
Agent as security for any of the Guaranteed Obligations shall fail to be
perfected; or (v) the release of any other Guarantor pursuant to Section 11.


 


The Guarantors
hereby expressly waive, to the fullest extent permitted by applicable
Requirements of Law, diligence, presentment, demand of payment, protest and all
notices whatsoever, and any requirement that any Secured Party exhaust any
right, power or remedy or proceed against Borrower under the Credit Agreement
or the Notes, if any, or any other agreement or instrument referred to in the
Credit Agreement or therein, or against any other person under any other
guarantee of, or security for, any of the Guaranteed Obligations.  The Guarantors waive any and all notice of
the creation, renewal, extension, waiver, termination or accrual of any of the
Guaranteed Obligations and notice of or proof of reliance by any Secured Party
upon this Guarantee or acceptance of this Guarantee, and the Guaranteed
Obligations, and any of them, shall conclusively be deemed to have been
created, contracted or incurred in reliance upon this Guarantee, and all
dealings between Borrower and the Secured Parties shall likewise be
conclusively presumed to have been had or consummated in reliance upon this
Guarantee.  This Guarantee shall remain
in full force and effect and be binding in accordance with and to the extent of
its terms upon the Guarantors and the successors and assigns thereof, and shall
inure to the benefit of the Lenders, and their respective successors and assigns,


 


2

















 


notwithstanding that from time to time during the term of this
Agreement there may be no Guaranteed Obligations outstanding.


 


SECTION 3.                                Guarantee
of Payment.  This Guarantee shall be
construed as a continuing, absolute, irrevocable and unconditional guarantee of
payment without regard to any right of offset with respect to the Guaranteed
Obligations at any time or from time to time held by Secured Parties, and the
obligations and liabilities of the Guarantors hereunder shall not be
conditioned or contingent upon the pursuit by the Secured Parties or any other
person at any time of any right or remedy against Borrower or against any other
person which may be or become liable in respect of all or any part of the
Guaranteed Obligations or against any collateral security or guarantee therefor
or right of offset with respect thereto.


 


SECTION 4.                                Subrogation;
Subordination.  Each Guarantor hereby
agrees that until the indefeasible payment and satisfaction in full in cash of
all Guaranteed Obligations and the expiration and termination of the
Commitments of the Lenders under the Credit Agreement it shall waive any claim
and shall not exercise any right or remedy, direct or indirect, arising by
reason of any performance by it of its guarantee in Section 1,
whether by subrogation or otherwise, against Borrower or any other Guarantor of
any of the Guaranteed Obligations or any security for any of the Guaranteed
Obligations.  Any Indebtedness of any
Loan Party permitted pursuant to Section 6.01(d) of the Credit
Agreement shall be subordinated to such Loan Party’s Secured Obligations in the
manner set forth in the Intercompany Note evidencing such Indebtedness.


 


SECTION 5.                                Information.  Each of the Guarantors assumes all
responsibility for being and keeping itself informed of Borrower’s financial
condition and assets, and of all other circumstances bearing upon the risk of
nonpayment of the Guaranteed Obligations and the nature, scope and extent of
the risks that such Guarantor assumes and incurs hereunder, and agrees that
none of the Collateral Agent or the other Secured Parties will have any duty to
advise any of the Guarantors of information known to it or any of them
regarding such circumstances or risks.


 


SECTION 6.                                Representations
and Warranties.  Each of the
Guarantors represents and warrants as to itself that all representations and warranties
relating to it contained in the Credit Agreement are true and correct on and as
of the date hereof.


 


SECTION 7.                                Termination.  The Guarantees made hereunder shall automatically
terminate when all the Guaranteed Obligations have been paid in full in cash
and the Commitments of the Lenders to make any Loan or to issue any Letter of
Credit under the Credit Agreement shall have expired or been sooner terminated
and all Letters of Credit have been terminated or cash collateralized in
accordance with the provisions of the Credit Agreement.  In connection with the foregoing, the
Collateral Agent shall execute and deliver to such Guarantor or Guarantor’s
designee, at such Guarantor’s expense, any documents or instruments which such
Guarantor shall reasonably request from time to time to evidence such
termination and release.


 


SECTION 8.                                Reinstatement.
 The obligations of the Guarantors under
this Agreement shall be automatically reinstated if and to the extent that for
any reason any payment


 


3

















 


by or on behalf of Borrower or
other Loan Party in respect of the Guaranteed Obligations is rescinded or must
be otherwise restored by any holder of any of the Guaranteed Obligations,
whether as a result of any proceedings in bankruptcy or reorganization or
otherwise.


 


SECTION 9.                                General
Limitation on Guarantee Obligations. 
In any action or proceeding involving any state corporate, limited
partnership or limited liability company law, or any applicable state, federal
or foreign bankruptcy, insolvency, reorganization or other law affecting the
rights of creditors generally, if the obligations of any Guarantor under Section 1
would otherwise be held or determined to be void, voidable, invalid or
unenforceable, or subordinated to the claims of any other creditors, on account
of the amount of its liability under Section 1, then,
notwithstanding any other provision to the contrary, the amount of such
liability shall, without any further action by such Guarantor, any Loan Party
or any other person, be automatically limited and reduced to the highest amount
(after giving effect to the right of contribution established in Section 10)
that is valid and enforceable and not subordinated to the claims of other
creditors as determined in such action or proceeding.


 


SECTION 10.                          Right
of Contribution.  Each Guarantor hereby agrees that to the
extent that a Guarantor shall have paid more than its proportionate share of
any payment made hereunder, such Guarantor shall be entitled to seek and
receive contribution from and against any other Guarantor hereunder which has
not paid its proportionate share of such payment.  Each Guarantor’s right of contribution shall
be subject to the terms and conditions of Section 4.  The provisions of this Section 10
shall in no respect limit the obligations and liabilities of any Guarantor to
the Administrative Agent, the Issuing Bank, the Swingline Lender and the
Lenders, and each Guarantor shall remain liable to the Administrative Agent,
the Issuing Bank, the Swingline Lender and the Lenders for the full amount
guaranteed by such Guarantor hereunder.


 


SECTION 11.                          Binding
Effect; Several Agreement; Assignments; Release.  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 Guarantors that are contained in this Agreement shall bind and
inure to the benefit of each party hereto and their respective successors and
assigns.  This Agreement shall become
effective as to any Guarantor when a counterpart hereof (or a Supplement
referred to in Section 19) executed on behalf of such Guarantor
shall have been delivered to the Collateral Agent, and a counterpart hereof (or
a Supplement referred to in Section 19) shall have been executed on
behalf of the Collateral Agent, and thereafter shall be binding upon such
Guarantor and the Collateral Agent and their respective successors and assigns,
and shall inure to the benefit of such Guarantor, the Collateral Agent and the
other Secured Parties, and their respective successors and assigns, except that
no Guarantor shall have the right to assign its rights or obligations hereunder
or any interest herein (and any such attempted assignment shall be void).  If, in compliance with the terms and
provisions of the Loan Documents, all or substantially all of the Equity
Interests or property of any Guarantor are sold or otherwise transferred (a “Transferred
Guarantor”) to a person or persons, none of which is Borrower or one of its
Subsidiaries, such Transferred Guarantor shall, upon the consummation of such
sale or transfer, be automatically released from its obligations under the
Credit Agreement (including under Section 10.03 thereof) and under
this Agreement and its obligations to pledge and grant any Collateral owned by
it pursuant to any Security Document and, in the case of a sale of all or
substantially all of the Equity Interests of the Transferred Guarantor, the
pledge of


 


4

















 


such Equity Interests to the Collateral Agent pursuant to the Security Documents
shall be automatically released, and, so long as Borrower shall have provided
the Agents such certifications or documents as any Agent shall reasonably
request, the Collateral Agent shall take such actions as are necessary to
effect each release described in this Section 11 in accordance with
the relevant provisions of the Security Documents, so long as Borrower shall
have provided the Agents such certifications or documents as any Agent shall
reasonably request in order to demonstrate compliance with the Credit
Agreement; provided that such Guarantor is also
released from its obligations under the Loan Documents on the same terms.  This Agreement shall be construed as a
separate agreement with respect to each Guarantor and may be amended, modified,
supplemented, waived or released with respect to any Guarantor without the
approval of any other Guarantor and without affecting the obligations of any
other Guarantor hereunder.


 


SECTION 12.                          Waivers;
Amendment.  No amendment,
modification, supplement, termination or waiver of or to any provision hereof,
nor consent to any departure by any Guarantor therefrom, shall be effective
unless the same shall be made in accordance with the terms of the Credit
Agreement and unless in writing and signed by the Collateral Agent and each
Guarantor affected thereby.  Any
amendment, modification or supplement of or to any provision hereof, any waiver
of any provision hereof and any consent to any departure by any Guarantor from
the terms of any provision hereof in each case shall be effective only in the
specific instance and for the specific purpose for which made or given.  Except where notice is specifically required
by this Agreement or any other document evidencing the Obligations, no notice
to or demand on any Guarantor in any case shall entitle any Guarantor to any
other or further notice or demand in similar or other circumstances.


 


SECTION 13.                          Remedies.  The Guarantors jointly and severally agree
that, as between the Guarantors and the Lenders, the obligations of Borrower
under the Credit Agreement and the Notes, if any, may be declared to be
forthwith due and payable as provided in Section 8.01 of the Credit
Agreement (and shall be deemed to have become automatically due and payable in
the circumstances provided in Section 8.01 of the Credit Agreement)
for purposes of Section 1, notwithstanding any stay, injunction or
other prohibition preventing such declaration (or such obligations from
becoming automatically due and payable) as against Borrower and that, in the
event of such declaration (or such obligations being deemed to have become
automatically due and payable), such obligations (whether or not due and
payable by Borrower) shall forthwith become due and payable by the Guarantors
for purposes of Section 1.


 


SECTION 14.                          Instrument
for the Payment of Money.  Each
Guarantor hereby acknowledges that the guarantee in this Agreement constitutes
an instrument for the payment of money, and consents and agrees that any Lender
or Agent, at its sole option, in the event of a dispute by such Guarantor in
the payment of any moneys due hereunder, shall have the right, to the fullest
extent permitted by applicable Requirements of Law, to bring a motion-action
under New York CPLR Section 3213.


 


SECTION 15.                          Governing
Law, Consent to Jurisdiction and Service of Process; Waiver of Jury Trial.  Sections 10.09 and 10.10
of the Credit Agreement are incorporated herein, mutatis
mutandis, as if a part hereof.


 


5

















 


SECTION 16.                          Notices.  Unless otherwise provided herein or in the
Credit Agreement, any notice or other communication herein required or
permitted to be given shall be given in the manner and become effective as set
forth in the Credit Agreement, as to any Guarantor, addressed to it at the
address of Borrower set forth in the Credit Agreement and as to the Collateral
Agent, addressed to it at the address set forth in the Credit Agreement, or in
each case at such other address as shall be designated by such party in a
written notice to the other party complying as to delivery with the terms of
this Section 16.


 


SECTION 17.                          Survival
of Agreement; Severability.


 


(a)                                  All
covenants, agreements, representations and warranties made by the Guarantors
herein 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 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 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 18.                          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
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.  This Agreement shall become effective when it
shall have been executed by the Collateral Agent and when the Collateral 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 19.                          Additional
Guarantors.  Pursuant to Section 5.11
of the Credit Agreement and subject to the limitations with respect to Foreign
Subsidiaries therein, each Subsidiary (other than a Excluded Subsidiary) that
was not in existence or not such a Subsidiary on the date of the Credit
Agreement is required to enter into this Agreement as a Guarantor upon becoming
a Subsidiary.  Upon execution and
delivery after the date hereof by the Collateral Agent and such a Subsidiary of
an instrument (“Supplement”) in the form of Annex 1, such
Subsidiary shall become a Guarantor hereunder with the same force and effect as
if originally


 


6

















 


named as a Guarantor herein.  The
execution and delivery of any Supplement adding an additional Guarantor as a
party to this Agreement shall not require the consent of any other Guarantor
hereunder.  The rights and obligations of
each Guarantor hereunder shall remain in full force and effect notwithstanding
the addition of any new Guarantor as a party to this Agreement.


 


SECTION 20.                          Right
of Setoff.  If an Event of Default
shall have occurred and be continuing, each Lender, the Issuing Bank, and each
of their respective Affiliates is hereby authorized at any time and from time
to time, to the fullest extent permitted by applicable Requirements of Law, to
set off and apply any and all deposits (general or special, time or demand,
provisional or final, in whatever currency) at any time held and other
obligations (in whatever currency) at any time owing by such Lender, the
Issuing Bank or any such Affiliate to or for the credit or the account of any Guarantor
against any and all of the obligations of such Guarantor now or hereafter
existing under this Agreement or any other Loan Document to such Lender or the
Issuing Bank, irrespective of whether or not such Lender or the Issuing Bank
shall have made any demand under this Agreement or any other Loan Document and
although such obligations of such Guarantor may be contingent or unmatured or
are owed to a branch or office of such Lender or the Issuing Bank different
from the branch or office holding such deposit or obligated on such
indebtedness.  The rights of each Lender,
the Issuing Bank and their respective Affiliates under this Section are in
addition to other rights and remedies (including other rights of setoff) that
such Lender, the Issuing Bank or their respective Affiliates may have.  Each Lender and the Issuing Bank agrees to
notify Borrower and the Administrative Agent promptly after any such setoff and
application; provided that the failure to give such notice shall not affect the
validity of such setoff and application.


 


7

















 


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


 


	
   

  	
  JACOBS ENTERTAINMENT, INC., as Borrower

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jeffrey P. Jacobs

  	
   

  
	
   

  	
   

  	
  Name: Jeffrey P. Jacobs

  
	
   

  	
   

  	
  Title: Chief Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  GUARANTOR

  
	
   

  	
  JACOBS PIÑON PLAZA ENTERTAINMENT,

  INC.

  
	
   

  	
   

  
	
   

  	
  /s/ Jeffrey
  P. Jacobs

  	
   

  
	
   

  	
  By:  Jeffrey P. Jacobs

  
	
   

  	
  Its:  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  JACOBS ELKO ENTERTAINMENT, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ Jeffrey
  P. Jacobs

  	
   

  
	
   

  	
  By:  Jeffrey P. Jacobs

  
	
   

  	
  Its:  President

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ Stephen
  R. Roark

  	
   

  
	
   

  	
  Stephen R. Roark, signing on behalf of the

  
	
   

  	
  entities listed below in the capacity
  listed

  
	
   

  	
  next to each respective entity:

  
	
   

  	
   

  	
   

  
	
   

  	
  BLACK HAWK GAMING & DEVELOPMENT

  COMPANY, INC., as its President

  
	
   

  	
  GOLD DUST WEST CASINO, INC., as its Vice

  President

  
	
   

  	
  GILPIN VENTURES, INC., as its President

  
	
   

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

  
	
   

  	
  JALOU II INC., as its President

  
					



 


8

















 


	
   

  	
  GILPIN HOTEL VENTURE

  
	
   

  	
  By: Gilpin Ventures, Inc., its partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
    /s/
  Stephen R. Roark

  	
   

  
	
   

  	
   

  	
  Name: 

  	
  Stephen R. Roark

  
	
   

  	
   

  	
  Its:  President

  
	
   

  	
   

  	
   

  
	
   

  	
  By: Black Hawk Gaming &
  Development

  Company, Inc., its partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
    /s/
  Stephen R. Roark

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Stephen R. Roark

  
	
   

  	
   

  	
  Its:  President

  
	
   

  	
   

  	
   

  
	
   

  	
  BLACK HAWK/JACOBS ENTERTAINMENT,

  LLC

  
	
   

  	
  By: Black Hawk Gaming &
  Development

  Company, Inc.

  
	
   

  	
  Its:  Authorized Manager

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
    /s/
  Stephen R. Roark

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Stephen R. Roark

  
	
   

  	
   

  	
  Its:  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  DIVERSIFIED OPPORTUNITIES GROUP LTD.

  
	
   

  	
  By Jacobs Entertainment, Inc., its
  Managing

  Member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
    /s/
  Stephen R. Roark

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Stephen R. Roark

  
	
   

  	
   

  	
  Its: 
  Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  JACOBS DAKOTA WORKS, LLC

  
	
   

  	
  By: Jacobs Entertainment, Inc., its
  Sole Manager

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
    /s/
  Stephen R. Roark

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Stephen R. Roark

  
	
   

  	
   

  	
  Its: 
  Chief Financial Officer

  
							



 


9

















 


	
   

  	
  /s/ Stan
  Guidroz

  	
   

  
	
   

  	
  Stan Guidroz, signing on behalf of the
  entities

  
	
   

  	
  listed below in the capacity listed next to
  each

  respective entity:

  
	
   

  	
   

  
	
   

  	
  WINNER’S CHOICE CASINO, INC., as its

  President

  
	
   

  	
  JACE, INC., as its President

  
	
   

  	
  FUEL STOP 36, INC., as its President

  
	
   

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

  its President and Manager

  
	
   

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

  Manager

  
	
   

  	
  LUCKY MAGNOLIA TRUCK STOP AND

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

  
	
   

  	
  BAYOU VISTA TRUCK PLAZA AND CASINO,

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

  
	
   

  	
  RACELAND TRUCK PLAZA AND CASINO,

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

  
	
   

  	
  JRJ PROPERTIES, LLC, as its President and

  Manager

  
	
   

  	
  JALOU OF LAROSE, LLC, as its President and

  Manager

  
	
   

  	
  JALOU BREAUX BRIDGE, LLC, as its President
  and

  Manager

  
	
   

  	
  JALOU EUNICE, LLC, as its President and

  Manager

  
	
   

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

  Manager

  
	
   

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

  Manager

  
	
   

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

  Manager

  
	
   

  	
  JALOU OF VINTON, LLC, as its President and

  Manager

  
	
   

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

  Manager

  
	
   

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

  Manager

  
	
   

  	
  JALOU OF JEFFERSON, LLC, as its President
  and

  Manager

  



 


10

















 


	
   

  	
  /s/ Ian M.
  Stewart

  	
   

  
	
   

  	
  Ian M.
  Stewart, signing on behalf of the entities listed

  below in the capacity listed next to each respective

  entity:

  
	
   

  	
   

  	
   

  
	
   

  	
  COLONIAL HOLDINGS, INC., as its President

  
	
   

  	
  STANSLEY RACING CORP., as its President

  
	
   

  	
  COLONIAL DOWNS, LLC, as its President

  
	
   

  	
  VIRGINIA CONCESSIONS,
  LLC, as its Vice

  President

  
	
   

  	
  MARYLAND-VIRGINIA
  RACING CIRCUIT, INC.,

  as its President

  
	
   

  	
   

  
	
   

  	
  COLONIAL DOWNS, L.P.

  
	
   

  	
  By: Stansley Racing Corp., its General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Ian M.
  Stewart

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Ian M. Stewart

  
	
   

  	
   

  	
  Its:  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  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

  
							



 


11