EXHIBIT 4.7


 


CUSTODIAN AGREEMENT


 


This
Custodian Agreement (the “Agreement”) is dated as of June 16, 2006, and is
made by DUNHAM TRUST COMPANY, 1 East Liberty Street, Sixth Floor, Reno, NV
89504, as custodian (the “Custodian”), CREDIT SUISSE, CAYMAN ISLANDS BRANCH as Collateral
Agent (the “Agent”) under the Credit Agreement, as defined below, JACOBS
ENTERTAINMENT, INC., a Delaware corporation as the Borrower under the
Credit Agreement (“Jacobs”) and BLACKHAWK GAMING & DEVELOPMENT COMPANY, INC.,
a Colorado corporation (“Black Hawk” and, together with Jacobs, the “Pledgors” under
the Pledge Agreement (as defined below)). Capitalized terms used herein without
definition have the meanings assigned thereto in the Pledge Agreement.


 


RECITALS


 


A.                                   Jacobs, as Borrower, and the Agent, as
Issuing Bank, Administrative Agent for the Lenders and Collateral Agent for the
Secured Parties and the Issuing Bank, the several lenders from time to time
thereto, as Lenders, CIBC World Markets Corp., as Syndication Agent, Wells Fargo
Bank, National Association, as Documentation Agent and as Swingline Lender, and
CIT Lending Services Corporation, as Documentation Agent, have entered into
that certain Credit Agreement, dated as of June 16, 2006 (the “Credit
Agreement”), pursuant to which the Lenders have agreed to make certain loans
and Issuing Bank has agreed to issue letters of credit to Jacobs in an aggregate
amount of $100,000,000;


 


B.                                     In addition to the Credit Agreement, Jacobs
and Black Hawk, each in its capacity as a Pledgor, and Agent, have executed
that certain Pledge Agreement, dated as of June 16, 2006 (the “Pledge
Agreement”). The Pledgors have agreed, as security for the Secured Obligations,
to pledge certain property as collateral, including the stock described on Schedule A
attached hereto and incorporated herein by this reference (the “Pledged Nevada
Stock”); and


 


C.                                     In order to conform to the requirements
of the Nevada Gaming Control Act, as codified in Chapter 463 of the Nevada
Revised Statutes, and the regulations of the Nevada Gaming Commission (“Commission”)
promulgated thereunder (collectively, the “Nevada Gaming Laws”), it is
necessary for the Agent to appoint an agent in the State of Nevada to take
possession and maintain custody of the stock evidencing the Pledged Nevada
Stock (the “Certificates”) in the State of Nevada, for the purpose of
perfecting the security interest in the Pledged Collateral held by the Agent
for the benefit of the Lenders under the Pledge Agreement.


 

















 


NOW,
THEREFORE, in consideration of the mutual agreements herein contained and other
good and valuable consideration, the receipt and legal sufficiency of which are
hereby acknowledged, the parties hereto agree as follows:


 


ARTICLE I


APPOINTMENT; TERM


 


1.01                           Appointment of Custodian. The Agent hereby appoints the Custodian as
the Agent’s representative in the State of Nevada to hold the Certificates on
behalf of the Agent pursuant to the terms of this Agreement and hereby vests in
the Custodian the right to hold custody of the Certificates within the State of
Nevada as required by applicable Nevada Gaming Laws. The Custodian hereby
accepts its appointment as Agent’s representative in the State of Nevada,
agrees to maintain custody of the Certificates at a location within the State
of Nevada (the “Nevada Collateral Location”), and agrees to act at the
direction of the Agent with respect to any or all of the Pledged Nevada Stock,
subject to the terms and conditions hereof. The Custodian shall notify the
Pledgors of the initial Nevada Collateral Location and at least thirty (30)
days prior to any change of such location, shall notify the Pledgors of any such
change during the term of this Agreement or upon the termination of this
Agreement, and shall make the Certificates available for inspection by agents
or employees of the Nevada State Gaming Control Board immediately upon request
during normal business hours.


 


1.02                           Term. The Custodian may terminate this Agreement upon thirty (30) days
prior written notice to the Agent and to the Pledgors, and the Agent may terminate
this Agreement upon thirty (30) days written notice to the Custodian and the
Pledgors advising of the impending change in the Nevada Collateral Location. Upon
termination of this Agreement, if the Custodian has not previously released the
Certificates in accordance with this Agreement, the Custodian shall deliver the
Certificates to such person as shall be designated in writing by the Agent (and
approved in writing by the Pledgors) or by order of any court of competent
jurisdiction and this Agreement shall continue in full force and effect until
such time. Notwithstanding the foregoing, so long as one of the entities whose
equity interests constitutes any part of the Pledged Nevada Stock holds a
license or registration issued by the Nevada Gaming Commission, the
Certificates may not be surrendered by the Custodian to any party other
than the Pledgors (to the extent permitted by the Agent) or a successor
custodian in Nevada without the prior approval of the Nevada Gaming Commission
or the Nevada State Gaming Control Board, as applicable.


 


1.03                           Fees. Each of the parties hereto agrees that Pledgors shall be solely
responsible for paying Custodian’s fees as set forth in Schedule B
hereto, and for reimbursing Custodian for its out-of-pocket expenses incurred
in connection with the rendering of custodial services under this Agreement.


 


2

















 


ARTICLE II


DUTIES OF CUSTODIAN


 


2.01                           Purpose of Custody. The Custodian has been engaged as Agent’s
representative in the State of Nevada in order to comply with the requirements
of applicable Nevada Gaming Laws respecting the Pledged Nevada Stock such that
the Certificates are required to be maintained at a location within the State
of Nevada.


 


2.02                           Obligations of Custodian. The Custodian agrees that it shall accept
instructions or directions with respect to the Certificates solely from the Agent,
and shall disregard any conflicting instructions or directions from the Pledgors,
or their affiliates; provided, however, that the Custodian shall forward to the
Pledgors a copy of any such instructions or directions received from the Agent
within two (2) business days of its receipt thereof; provided, further
however, that the failure to forward such instructions or directions to the Pledgors
shall not affect the Custodian’s right and obligation to comply with such
instructions or directions. The Custodian may act in good faith reliance
upon any instruction, direction, instrument, or signature reasonably believed
to be that of the Agent or an authorized agent, employee, or representative
thereof in connection with this Agreement or any notice pursuant hereto, or the
Certificates.


 


2.03                           Indemnification. The Pledgors hereby indemnify and hold
harmless the Custodian from any claims, demands, losses, or liabilities
(including reasonable attorneys’ fees) arising out of or related to any action
or inaction of the Custodian with respect to the Certificates in respect of any
instruction or direction given by the Agent, except for any claims, demands,
losses, or liabilities resulting from the gross negligence or willful
misconduct of the Custodian. Notwithstanding anything herein to the contrary,
Custodian shall not be liable for consequential or punitive damages relating to
its activities under this Agreement.


 


ARTICLE III


MISCELLANEOUS


 


3.01                           Notices. All notices to the Custodian shall be given to it at its address in
the preamble hereto. All notices to the Agent and the Pledgors hereunder shall
be given to them at the following addresses:


 


	
  Agent:

  	
  Credit
  Suisse, Cayman Islands Branch

  
	
   

  	
  11
  Madison Avenue

  
	
   

  	
  New
  York, NY 10010

  
	
   

  	
  Attn:
  Thomas Lynch

  
	
   

  	
  Tel:
  (212) 325 - 9205

  
	
   

  	
  Fax:
  (212) 325 – 8304

  



 


3

















 


	
  Pledgors:

  	
  Jacobs
  Entertainment, Inc.

  
	
   

  	
  Blackhawk
  Gaming & Development Company, Inc.

  
	
   

  	
  P.O. Box
  25

  
	
   

  	
  240
  Main Street

  
	
   

  	
  Black
  Hawk, Colorado 80422

  
	
   

  	
  Attn:
  Chief Financial Officer

  
	
   

  	
  Tel:
  (303) 582-1117

  
	
   

  	
  Fax:
  (303) 582-0239

  



 


Any
notice or other communication herein required or permitted to be given shall be
in writing and may be personally served, telexed or sent by telefacsimile
or United States mail or courier service and shall be deemed to have been given
when delivered in person or by courier service, upon receipt of telefacsimile
or telex, or three business days after depositing it in the United States mail
with postage prepaid and properly addressed.


 


3.02                           Headings. Section headings in this Agreement are included herein for
convenience of reference only and shall not constitute a part of this Agreement
for any other purpose.


 


3.03                           Governing Law. This Agreement shall be governed by, and
shall be construed and enforced in accordance with, the laws of the State of
Nevada applicable to contracts made and performed in such state, except as
otherwise required by mandatory provisions of law.


 


3.04                           Counterparts. This Agreement may be executed in
separate counterparts, each of which shall be an original and all of which
taken together shall constitute one and the same instrument.


 


[signatures on following page]


 


4

















 


IN
WITNESS WHEREOF, the parties have caused this Agreement to be executed and
delivered by their respective duly authorized officers as of the date first
above written.


 


	
   

  	
  DUNHAM
  TRUST COMPANY, as Custodian

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CREDIT
  SUISSE,

  
	
   

  	
  CAYMAN
  ISLANDS BRANCH, as Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  JACOBS
  ENTERTAINMENT, INC., as a Pledgor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Jeffrey P. Jacobs

  	
   

  
	
   

  	
  Name:

  	
  Jeffrey
  P. Jacobs

  
	
   

  	
  Title:

  	
  Chief
  Executive Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BLACK
  HAWK GAMING & DEVELOPMENT

  
	
   

  	
  COMPANY, INC.,
  as a Pledgor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Stephen R. Roark

  	
   

  
	
   

  	
  Name:

  	
  Stephen
  R. Roark

  
	
   

  	
  Title:

  	
  President

  
						



 

















 


Schedule A


Pledged
Collateral


 


	
  Pledgor

  	
   

  	
  Issuer of Pledged Nevada

  Stock

  	
   

  	
  Number of Shares

  	
   

  	
  Class

  	
   

  	
  Certificate

  Number(s)

  	
   

  	
  Jurisdiction of

  Incorporation of

  Issuer of Pledged

  Nevada Stock

  
	
  Black Hawk
  Gaming & Development Company, Inc.

  	
   

  	
  Gold Dust West
  Casino, Inc.

  	
   

  	
  100

  	
   

  	
  Common

  	
   

  	
  1

  	
   

  	
  Nevada

  
	
  Jacobs
  Entertainment, Inc.

  	
   

  	
  Jacobs Pinon
  Plaza Entertainment, Inc.

  	
   

  	
  100

  	
   

  	
  Common

  	
   

  	
  1

  	
   

  	
  Nevada

  
	
  Jacobs
  Entertainment, Inc.

  	
   

  	
  Black Hawk
  Gaming & Development Copmany, Inc.

  	
   

  	
  1000

  	
   

  	
  Capital

  	
   

  	
  2

  	
   

  	
  Colorado

  
	
  Jacobs
  Entertainment, Inc.

  	
   

  	
  Jacobs Elko
  Entertainment, Inc.

  	
   

  	
  100

  	
   

  	
  Common

  	
   

  	
  1

  	
   

  	
  Nevada

  



 

















 


Schedule B


Custodian’s
Fees


 


$2,000.00 annually for
holding the Certificates as Custodian under this Agreement.