Supplemental Indenture Dated as of July 14, 2002



 Exhibit 4.32 
  
 SUPPLEMENTAL INDENTURE 
  
 SUPPLEMENTAL INDENTURE (this “Supplemental Indenture “), dated as of July 14, 2002 among the guarantors listed on the signature pages attached
hereto (each, a “ New Guarantor”), each a direct or indirect subsidiary of Jacobs Entertainment, Inc., a Delaware corporation (formerly known as Gameco, Inc.) (the “ Company”), and Wells Fargo Bank Minnesota, National
Association, as trustee under the Indenture referred to below (the “ Trustee”). 
  
 W I T N E S S E T H : 
  
 WHEREAS
the Company has heretofore executed and delivered to the Trustee an Indenture (as amended from time to time, the “ Indenture”), dated as of February 8, 2002, providing for the issuance of its 11 7/8% Senior Secured Notes due 2009;

  
 WHEREAS Section 4.18 of the Indenture provides that under
certain circumstances the Company is required or permitted to cause each New Guarantor to execute and deliver to the Trustee a supplemental indenture pursuant to which the New Guarantor shall unconditionally guarantee all of the Company’s
obligations under the Notes pursuant to a Guarantee on the terms and conditions set forth herein; and 
  
 WHEREAS pursuant to Section 9.01 of the Indenture, the Trustee and the Company are authorized to execute and deliver this Supplemental Indenture;

  
 NOW THEREFORE, in consideration of the foregoing and for other
good and valuable consideration, the receipt of which is hereby acknowledged, the New Guarantors, the Company and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders as follows: 
  
 1. Definitions. (a) Capitalized terms used herein without definition shall
have the meanings assigned to them in the Indenture. 
  
 (b) For
all purposes of this Supplemental Indenture, except as otherwise herein expressly provided or unless the context otherwise requires: (i) the terms and expressions used herein shall have the same meanings as corresponding terms and expressions used
in the Indenture; and (ii) the words “herein,” “hereof” and “hereby” and other words of similar import used in this Supplemental Indenture refer to this Supplemental Indenture as a whole and not to any particular
section hereof. 
  
 2. Agreement to Guarantee. Each New Guarantor
hereby agrees, jointly and severally with all other Guarantors, to Guarantee the Company’s obligations under the Notes on the terms and subject to the conditions set forth in Article 12 of the Indenture and to be bound by all other applicable
provisions of the Indenture. From and after the date hereof, each New Guarantor shall be a Guarantor for all purposes under the Indenture and the Notes. 







 3. Non-Guarantor Restricted Subsidiaries. The definition of Non-Guarantor Restricted Subsidiary in
Section 1.1 of the Indenture, is deleted in its entirety and amended to read as follows: 
  
 “Non-Guarantor Restricted Subsidiary” means any Restricted Subsidiary to the extent not required to be a Guarantor under the Indenture. 
  
 4. Ratification of Indenture; Supplemental Indenture Part of Indenture. Except as expressly amended hereby, the Indenture is
in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of any Note
heretofore or hereafter authenticated and delivered shall be bound hereby. 
  
 5. Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AS APPLIED TO CONTRACTS MADE AND PERFORMED WITHIN THE STATE OF NEW YORK,
WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW. EACH OF THE PARTIES HERETO AGREES TO SUBMIT TO THE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS SUPPLEMENTAL INDENTURE OR THE
NOTES. 
  
 6. Trustee Makes No Representation. The Trustee
shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which are made solely by the Company. 
  
 7. Multiple Counterparts. The parties may sign multiple counterparts of this
Supplemental Indenture. Each signed counterpart shall be deemed an original, but all of them together represent one and the same agreement. 
  
 8. Headings. The headings of this Supplemental Indenture have been inserted for convenience of reference only, are not to be considered a part hereof, and
shall in no way modify or restrict any of the terms or provisions hereof. 
  
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 IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of
the date and year first above written. 
  

			
	NEW GUARANTORS:
	
	 COLONIAL HOLDINGS, INC.

		
	 By:
	 	  


	 Name:
	 	 Ian M. Stewart

	 Title:
	 	 President

	
	 COLONIAL DOWNS, LP

	
	 By: STANSLEY RACING CORP., ITS GENERAL
PARTNER

		
	 By:
	 	  


	 Name:
	 	 Ian M. Stewart

	 Title:
	 	 President

	
	 STANSLEY RACING CORP.

		
	 By:
	 	  


	 Name:
	 	 Ian M. Stewart

	 Title:
	 	 President

	
	THE TRUSTEE:
	
	WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION
		
	 By:
	 	  


	 Name:
	 	 
	 Title:
	 	 


  

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	THE COMPANY:
	
	 JACOBS ENTERTAINMENT, INC.

		
	 By:
	 	  


	 Name:
	 	 Jeffrey P. Jacobs

	 Title:
	 	 
	
	 BLACK HAWK GAMING & DEVELOPMENT COMPANY, INC.

		
	 By:
	 	  


	 Name:
	 	 Jeffrey P. Jacobs

	 Title:
	 	 Chief Executive Officer and Director

	
	 GOLD DUST WEST CASINO, INC.

		
	 By:
	 	  


	 Name:
	 	 Jeffrey P. Jacobs

	 Title:
	 	 Chairman of the Board, and President



  

 4 









			
	 BLACK HAWK/JACOBS ENTERTAINMENT, LLC

	 By:
	 	Black Hawk Gaming & Development Company, Inc., its Manager
		
	 	 	  


	 	 	 Jeffrey P. Jacobs

	 	 	 Chief Executive Officer

	
	 GILPIN HOTEL VENTURE

	 By:
	 	Gilpin Ventures, Inc., its Partner
		
	 By:
	 	  


	 Name:
	 	 Stephen R. Roark

	 Title:
	 	 President

		
	 By:
	 	Black Hawk Gaming & Development Company, Inc., its Partner
		
	 By:
	 	  


	 Name:
	 	 Stephen R. Roark

	 Title:
	 	 President

	
	 GILPIN VENTURES, INC.

		
	 By:
	 	  


	 Name:
	 	 Stephen R. Roark

	 Title:
	 	 President and Director

	
	 JALOU II INC.

		
	 By:
	 	  


	 Name:
	 	 Ian M. Stewart

	 Title:
	 	 President and Director

	
	 WINNER’S CHOICE CASINO, INC.

		
	 By:
	 	  


	 Name:
	 	 Ian M. Stewart

	 Title:
	 	 President and Director



  

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	 DIVERSIFIED OPPORTUNITIES GROUP LTD.

	   By: Jacobs Entertainment, Inc., its Manager

		
	 By:
	 	  


	 Name:
	 	 Jeffrey P. Jacobs

	 Title:
	 	 President

	
	 JALOU L.L.C.

		
	 By:
	 	  


	 Name:
	 	 Ian M. Stewart

	 Title:
	 	 President and Manager

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

		
	 By:
	 	  


	 Name:
	 	 Ian M. Stewart

	 Title:
	 	 President and Manager

	
	 JALOU-CASH’S L.L.C.

		
	 By:
	 	  


	 Name:
	 	 Ian M. Stewart

	 Title:
	 	 President and Manager

	
	 JACE, INC.

		
	 By:
	 	  


	 Name:
	 	 Ian M. Stewart

	 Title:
	 	 President and Director



  

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	 LUCKY MAGNOLIA TRUCK STOP AND CASINO, L.L.C.

		
	 By:
	 	  


	 Name:
	 	 Ian M. Stewart

	 Title:
	 	 President and Manager

	
	 BAYOU VISTA TRUCK PLAZA AND CASINO, L.L.C.

		
	 By:
	 	  


	 Name:
	 	 Ian M. Stewart

	 Title:
	 	 President and Manager

	
	 RACELAND TRUCK PLAZA AND CASINO, L.L.C.

		
	 By:
	 	  


	 Name:
	 	 Ian M. Stewart

	 Title:
	 	 President and Manager



  

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