EXHIBIT 4.6


 


CONTRIBUTION AGREEMENT


 


This Contribution Agreement (this “Agreement”) is entered into
as of June 16, 2006, by and among JACOBS ENTERTAINMENT, INC., a Delaware
corporation (the “Borrower”) and EACH UNDERSIGNED AFFILIATE OF THE
BORROWER (the “Guarantors”, and, together with the Borrower,
collectively, the “Contributors”).


 


W I T N E S S E T H:


 


WHEREAS, pursuant to that certain Credit Agreement, dated as of June    ,
2006, among the Borrower, the lenders from time to time party thereto (the “Lenders”),
Credit Suisse, Cayman Islands Branch, as administrative agent for the Lenders
(in such capacity, the “Administrative Agent”), Collateral Agent, and issuing
bank (in such capacity, the “Issuing Bank”), Wells Fargo Bank, National
Association, as Documentation Agent and Swingline Lender and CIT Lending
Services Corporation, as Documentation Agent (the “Credit Agreement”;
capitalized terms used but not otherwise defined in this Agreement shall have
the respective meanings set forth in the Credit Agreement), the Lenders and the
Issuing Bank have agreed to make certain loans and other financial
accommodations to the Contributors in an aggregate principal amount not to
exceed $100,000,000.00;


 


WHEREAS,
the Borrower is directly liable for amounts owing in respect of the Loans and
other obligations pursuant to the Credit Agreement and the Guarantors are
liable therefore as guarantors (collectively, the “Liabilities”);


 


WHEREAS,
the Contributors desire to set forth a fair and equitable arrangement among
themselves as to their respective contribution obligations with respect to the
Liabilities;


 


WHEREAS,
the Contributors desire to confirm that they shall each be responsible for
funding their Proportionate Share (as defined below) of the Liabilities when
they become due; and


 


WHEREAS,
each Contributor’s “Proportionate Share” is set forth opposite the
respective Contributor’s name on Exhibit A hereto.


 


NOW,
THEREFORE, in consideration of the premises and the mutual promises contained
herein the parties hereto agree as follows:


 


1.             Liabilities.
Each Contributor confirms that such Contributor shall be liable for, and
hereby agrees to pay when due, such Contributor’s Proportionate Share of any
Liability. In the event a Contributor shall make any payment in excess of its
Proportionate Share (an “Excess Payment”), then such Contributor shall
be entitled to contribution in the amount of the Excess Payment from each other
Contributor who pays less than such other Contributor’s Proportionate Share of
such Liability.


 


2.             Agreement to Pay
Enforcement Costs. In the event any Contributor shall not make any payment
required hereunder, the other Contributor(s) seeking such payment shall, in
addition to such payment, be entitled to reimbursement for all expenses
(including reasonable attorneys’ fees) incurred in connection with enforcing
such Contributor’s rights hereunder.


 


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3.                                       Notice. All notices, requests, demands and other communications which are
required or may be given under this Agreement shall be in writing and
shall be deemed to have been duly given if personally delivered (including by
an overnight or other delivery service) or mailed by registered or certified
first class mail, postage prepaid, delivered or addressed to the party to
whom such notice is to be given at such party’s respective address set forth
along with such party’s name on the signature page hereof or at such other
address as such party may specify by notice given as provided in this Section 3.


 


4.                                       Entire Agreement. This Agreement constitutes the entire
agreement among the parties with respect to the subject matter hereof, and
supersedes all prior agreements and understandings, oral and written, between
the parties hereto with respect to the subject matter hereof, and may not
be changed, modified, terminated, or discharged, in whole or in part, except by
a writing executed by all of the parties hereto. Except as otherwise provided
herein, no waiver of any of the provisions or conditions of this Agreement or
any of the rights of a party hereto shall be effective or binding unless such
waiver shall be in writing and signed by the party claimed to have given or
consented to such waiver.


 


5.                                       Binding Effect; Assignment. This Agreement shall inure to the benefit
of and be binding upon the parties hereto and their respective legal
representatives, heirs, administrators, executors, trustees, beneficiaries,
devisees, successors and permitted assigns. This Agreement shall not be
assignable, in whole or in part, by any party without the prior written consent
of the other parties hereto. Except as provided otherwise in this Section 5
nothing herein, express or implied, is intended or shall be construed to confer
upon or to give to any person, corporation, firm or legal entity other than the
parties hereto any rights, remedies or other benefits.


 


6.                                       Applicable Law; Construction. This Agreement shall be governed by, and
construed under and pursuant to, the laws of the State of New York without
regard to conflict of law principles that would require application of the law
of another jurisdiction.


 


7.                                       Counterparts. This Agreement may be executed in any
number of counterparts, each of which shall be deemed to be an original and all
of which together shall be deemed to be one and the same instrument.


 


8.                                       Captions. The captions in this Agreement are included for purposes of
convenience only and shall not be considered a part of this Agreement in
construing or interpreting any provision hereof.


 


9.                                       Invalidity. The invalidity or unenforceability of any term or provision in this
Agreement, or the application of such term or provision to any person or
circumstances, shall not impair or affect the remainder of this Agreement and
its application to other persons and circumstances, and the remaining terms and
provisions hereof shall not be invalidated but shall remain in full force and
effect.


 


10.                                 Number. Whenever the context requires, words used in the singular shall be
construed to mean or include the plural and vice versa.


 


[Signature page follows]


 


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IN
WITNESS WHEREOF, the undersigned Contributors have executed this Agreement as
of the date and year first above written.


 


	
   

  	
   

  	
  JACOBS ENTERTAINMENT, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Jeffrey P. Jacobs

  	
   

  
	
   

  	
   

  	
  By:

  	
  Jeffrey P. Jacobs

  
	
   

  	
   

  	
  Its:

  	
  Chief Executive Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  JACOBS PIÑON PLAZA
  ENTERTAINMENT, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Jeffrey P. Jacobs

  	
   

  
	
   

  	
   

  	
  By:

  	
  Jeffrey P. Jacobs

  
	
   

  	
   

  	
  Its:

  	
  President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  JACOBS ELKO ENTERTAINMENT, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Jeffrey P. Jacobs

  	
   

  
	
   

  	
   

  	
  By:

  	
  Jeffrey P. Jacobs

  
	
   

  	
   

  	
  Its:

  	
  President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Stephen R. Roark

  	
   

  
	
   

  	
   

  	
  Stephen R. Roark, signing
  on behalf of the

  
	
   

  	
   

  	
  entities listed below in
  the capacity listed

  
	
   

  	
   

  	
  next to each respective
  entity:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  BLACK HAWK GAMING &
  DEVELOPMENT COMPANY, INC., as its President

  
	
   

  	
   

  	
  GOLD DUST WEST CASINO, INC.,
  as its Vice President

  
	
   

  	
   

  	
  GILPIN VENTURES, INC.,
  as its President

  
	
   

  	
   

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

  
	
   

  	
   

  	
  JALOU II INC., as its
  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  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

  
											



 


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  BLACK HAWK/JACOBS
  ENTERTAINMENT, LLC

  
	
   

  	
   

  	
  By: Black Hawk Gaming &
  Development Company, Inc.

  
	
   

  	
   

  	
  Its: Authorized Manager

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Stephen R. Roark

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Stephen R. Roark

  
	
   

  	
   

  	
  Its:

  	
  President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  DIVERSIFIED OPPORTUNITIES
  GROUP LTD.

  
	
   

  	
   

  	
  By Jacobs Entertainment, Inc.,
  its Managing Member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Stephen R. Roark

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Stephen R. Roark

  
	
   

  	
   

  	
  Its:

  	
  Chief Financial Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  JACOBS DAKOTA WORKS, LLC

  
	
   

  	
   

  	
  By: Jacobs Entertainment, Inc.,
  its Sole Manager

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Stephen R. Roark

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Stephen R. Roark

  
	
   

  	
   

  	
  Its:

  	
  Chief Financial Officer

  
											



 


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  /s/ Stan Guidroz

  	
   

  
	
   

  	
   

  	
  Stan Guidroz, signing on
  behalf of the entities

  
	
   

  	
   

  	
  listed below in the
  capacity listed next to each respective entity:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  WINNER’S CHOICE CASINO, INC.,
  as its President

  
	
   

  	
   

  	
  JACE, INC., as its
  President

  
	
   

  	
   

  	
  FUEL STOP 36, INC.,
  as its President

  
	
   

  	
   

  	
  HOUMA TRUCK PLAZA &
  CASINO, L.L.C., as its President and Manager

  
	
   

  	
   

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

  
	
   

  	
   

  	
  LUCKY MAGNOLIA TRUCK STOP
  AND CASINO, L.L.C., as its President and Manager

  
	
   

  	
   

  	
  BAYOU VISTA TRUCK PLAZA
  AND CASINO, L.L.C., as its President and Manager

  
	
   

  	
   

  	
  RACELAND TRUCK PLAZA AND
  CASINO, L.L.C., as its President and Manager

  
	
   

  	
   

  	
  JRJ PROPERTIES, LLC, as
  its President and Manager

  
	
   

  	
   

  	
  JALOU OF LAROSE, LLC, as
  its President and Manager

  
	
   

  	
   

  	
  JALOU BREAUX BRIDGE, LLC,
  as its President and Manager

  
	
   

  	
   

  	
  JALOU EUNICE, LLC, as its
  President and Manager

  
	
   

  	
   

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

  
	
   

  	
   

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

  
	
   

  	
   

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

  
	
   

  	
   

  	
  JALOU OF VINTON, LLC, as
  its President and Manager

  
	
   

  	
   

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

  
	
   

  	
   

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

  
	
   

  	
   

  	
  JALOU OF JEFFERSON, LLC,
  as its President and Manager

  



 


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  /s/ Ian M. Stewart

  	
   

  
	
   

  	
   

  	
  Ian M. Stewart, signing on
  behalf of the entities listed below in the capacity listed next to each
  respective entity:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  COLONIAL HOLDINGS, INC.,
  as its President

  
	
   

  	
   

  	
  STANSLEY RACING CORP., as
  its President

  
	
   

  	
   

  	
  COLONIAL DOWNS, LLC, as
  its President

  
	
   

  	
   

  	
  VIRGINIA CONCESSIONS, LLC,
  as its Vice President

  
	
   

  	
   

  	
  MARYLAND-VIRGINIA RACING
  CIRCUIT, INC., as its President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  COLONIAL DOWNS, L.P.

  
	
   

  	
   

  	
  By: Stansley Racing Corp.,
  its General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Ian M. Stewart

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Ian M. Stewart

  
	
   

  	
   

  	
  Its:

  	
  President

  
									



 


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