EXHIBIT 4.13


 


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.


 


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


 


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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;


 


(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


 


3

















 


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;


 


(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


 


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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 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


 


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


 


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(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, 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


 


7

















 


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 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


 


8

















 


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 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.


 


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(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 due in respect thereof or
any property covered thereby.  The
Collateral Agent and the


 


10

















 


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


 


11

















 


agrees that any such sale 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


 


14

















 


or regulation 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.