**EXHIBIT 4.50**

 

FIRST AMENDMENT TO FEEAND LEASEHOLD DEED OF TRUST,

ASSIGNMENT OF LEASES ANDRENTS,

SECURITY AGREEMENT ANDFIXTURE FILING

 

This First Amendment to Fee and Leasehold Deed ofTrust, Assignment of Leases and Rents, Security Agreement and Fixture Filing (“FirstAmendment”) dated as of march 2, 2005 is between BLACK HAWK GAMING &DEVELOPMENT COMPANY, INC., a Colorado corporation, having an office at 240 MainStreet, Black Hawk, Colorado 80422 (“Black Hawk”), BLACK HAWK/JACOBSENTERTAINMENT, LLC, a Colorado limited liability corporation, having an officeat 240 Main Street, Black Hawk, Colorado 80422 (“Black Hawk/Jacobs”) and GILPINHOTEL VENTURE, a Colorado joint venture, having an office at 240 Main Street,Black Hawk, Colorado 80422 (“Gilpin”), each as a grantor, assignor and debtor(Black Hawk, Black Hawk/Jacobs and Gilpin, collectively in such capacities andtogether with any successors in such capacities, the “Grantors” and each a “Grantor”)and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking associationhaving an office at 213 Court Street, Suite 703, Middletown, CT 06457, in itscapacity as trustee pursuant to the Indenture (as hereinafter defined), asbeneficiary, assignee and secured party (in such capacities and together withany successors in such capacities, the “Beneficiary”).

 

RECITALS

 

A.                                   JacobsEntertainment, Inc., a Delaware corporation formerly known as Gameco, Inc. (the“Issuer”), certain of its Subsidiaries (as defined in the Indenture), theGrantors and the Beneficiary have entered into that certain Indenture, dated asof February 8, 2002, supplemented by the First Supplemental Indenture, dated asof February 22, 2002, the Second Supplemental Indenture, dated as of June 14,2002, the Third Supplemental Indenture, dated as of June 4, 2003, the FourthSupplemental Indenture dated as of the date hereof and the Fifth SupplementalIndenture dated as of the date hereof (collectively, as amended, amended andrestated, supplemented, or otherwise modified heretofore or from time to timehereafter, the “Indenture”), pursuant to which the Issuer has issued its 117/8% Senior Secured Notes due 2009 in the aggregate principal amount of$125,000,000 (the “Old Notes”).

 

B.                                     TheIndenture contemplated that the Issuer may, after the date of the Indenture,issue Additional Notes (as defined in the Indenture) and Exchange Notes (asdefined in the Indenture; the Exchange Notes, together with the AdditionalNotes and the Old Notes, the “Notes”), in each case, pursuant to the provisionsof the Indenture.  Pursuant to the FourthSupplemental Indenture, Issuer shall increase the aggregate principalindebtedness under the Indenture by the issuance of Additional Notes in theoriginal principal amount of Twenty Three Million and No/100ths Dollars ($23,000,000.00)(the “First Additional Notes”), thereby raising the total amount of Notesissued under the Indenture to an aggregate principal amount of One HundredForty Eight Million and No/100ths Dollars ($148,000,000.00).

 

C.                                     Inconnection with the Indenture and the Notes issued thereunder, Grantors haveexecuted that certain Fee and Leasehold Deed of Trust, Assignment of Leases andRents, Security Agreement and Fixture Filing (as amended, amended and restated,supplemented, or otherwise modified from time to time, the “Deed of Trust”),dated as of February 22, 2002, and recorded February 22, 2002 in Book 747 atPage 441 of the real estate records of the Clerk and Recorder of Gilpin County,Colorado.

 

D.                                    BlackHawk, Black Hawk/Jacobs and Gilpin continue to own or hold the interests in theMortgaged Property (as defined in the Deed of Trust) that are described in theDeed of Trust.

 

E.                                      The Issuer owns, directly or through its Subsidiaries, all of the issued andoutstanding shares of each Grantor.

 

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F.                                      TheDeed of Trust is given by each Grantor to the Trustee for the benefit of theBeneficiary and for the benefit of the Holders of the Notes (collectively, the “SecuredParties”) to secure the payment and performance of all of the SecuredObligations (as defined in the Deed of Trust).

 

G.                                     EachGrantor will receive substantial benefits from the issuance of the FirstAdditional Notes and is therefore willing to enter into this First Amendment.

 

H.                                    Beneficiaryand Grantors desire to modify the terms of the Deed of Trust as set forthbelow.

 

AGREEMENT

 

NOW, THEREFORE, inconsideration of the foregoing premises and the agreements, provisions andcovenants herein contained, Borrower and Lender agree as follows:

 

**1.****                                      RecitalsIncorporation.**The recitals set forth above are hereby incorporatedinto this First Amendment as material parts thereof and not simply as mererecitals.

 

**2.****                                      Definitions**.** **Exceptas modified herein all capitalized terms used herein shall have the meaningsascribed thereto in the Deed of Trust or, if not defined in the Deed of Trust,in the Indenture.

 

**3.****                                      SecuredIndebtedness**.

 

a.                                       Thereference to $125,000,000 on the title page of the original Deed of Trust ishereby amended and replaced with $148,000,000.

 

b.                                      Section2.4 of the Deed of Trust is hereby amended by deleting the section in itsentirety and substituting the following:

 

SECTION 2.4.  Future Advances.  This Deed of Trust shall secure futureadvances.  The maximum aggregate amountof all advances of principal under the Indenture (which advances are obligatoryto the extent the conditions set forth in the Indenture relating thereto aresatisfied) that may be outstanding hereunder at any time is $148,000,000 plusinterest thereon, collection costs, sums advanced for the payment of taxes,assessments, maintenance and repair charges, insurance premiums and any otherreasonable costs incurred to protect the security encumbered hereby or the Lienhereof, reasonable expenses incurred by the Beneficiary by reason of anydefault by any Grantor under the terms hereof, together with all other sumssecured hereby.

 

**4.****                                      Modification/Ratification**.Except as modified hereby, all other terms, powers, provisions and obligationsof the Deed of Trust shall remain unimpaired and shall not be changed ormodified by this First Amendment and shall continue in full force and effectand are hereby ratified and confirmed. To the extent of any conflict betweenthis First Amendment and the Deed of Trust, this First Amendment shall controland the Deed of Trust is hereby amended to the extent of any such conflict.

 

**5.****                                      NoNovation.**  This First Amendmentconstitutes a confirmation and amendment of the original Deed of Trust and, tothe maximum extent authorized by law, all covenants and obligations of Grantorsand all rights of Beneficiary in the Mortgaged Property shall relate back tothe date of the original Deed of Trust. This First Amendment, in any event, shall constitute the present grantof the Property, in trust with power of sale, to the Trustee for the benefit ofthe Beneficiary upon its execution by the Grantors and each of them, upon andincorporating the terms and covenants of the Deed of Trust, to secure paymentof the Notes and performance of all of the Secured Obligations.

 

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**6.****                                      Counterparts**.  This First Amendment may be executed in asmany counterparts as necessary or convenient, and by the different parties onseparate counterparts each of which, when so executed, shall be deemed anoriginal but all such counterparts shall constitute but one and the sameagreement.

 

The parties heretohave executed this First Amendment or have caused the same to be executed bytheir duly authorized representatives as of the date first above written.

 

 

GRANTORS:

 

BLACK HAWK GAMING & DEVELOPMENT COMPANY, INC., a Coloradocorporation

 

 
| By:    | /s/ Stephen R. Roark |   |
|--------|----------------------|--------|
|   | Stephen R. Roark,    |
|   | President            |

 

GILPIN HOTEL VENTURE, a Colorado joint venture partnership

 

By:                              BLACKHAWK GAMING & DEVELOPMENT COMPANY, INC., a Colorado corporation,

Its Joint Venture Partner

 

 
| By:    | /s/ Stephen R. Roark |   |
|--------|----------------------|--------|
|   | Stephen R. Roark,    |
|   | President            |

 

By:                              GILPINVENTURES, INC., a Colorado corporation

Its Joint VenturePartner

 

 
| By:    | /s/ Stephen R. Roark |   |
|--------|----------------------|--------|
|   | Stephen R. Roark,    |
|   | President            |

 

 

BLACK HAWK/JACOBS ENTERTAINMENT, LLC, a Colorado limited liabilitycompany

 

By:                              BLACKHAWK GAMING & DEVELOPMENT COMPANY, INC., a Colorado corporation,

Its Manager

 

 
|   | By:    | /s/ Stephen R. Roark |   |
|--------|--------|----------------------|--------|
|   |   | Stephen R. Roark,    |
|   |   | President            |

 

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BENEFICIARY:

 

WELLS FARGO BANK, NATIONAL ASSOCIATION

 

 
| By:                             | /s/ Joseph P. O’Donnell |   |
|---------------------------------|------------------------------|--------|
| Name: Joseph P. O’Donnell  |
| Title: Assistant Vice President |

 

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| State of Connecticut | )     |
|----------------------|-------|
|                 | ) ss. |
| County of Middlesex  | )     |

 

The foregoing instrument was acknowledged before me this 25thday of February, 2005 by Joseph P. O’Donnell as Assistant Vice President ofWells Fargo Bank, National Association.

 

Witness my hand and official seal.

 

My commission expires:  February28, 2007

 
| [SEAL] | /s/ William Kotkosky |   |
|--------|----------------------|--------|
|   | Notary Public        |   |
|        |                      |        |  |

 

 
| State of Colorado           | )     |
|-----------------------------|-------|
|                        | ) ss. |
| City & County of Denver | )     |

 

The foregoing instrument was acknowledged before me this 25thday of February, 2005 by S.R. Roark as CFO of Jacobs Entertainment, Inc., aDelaware corporation.

 

Witness my hand and official seal.

 

My commission expires:  1/15/07

 

 
| [SEAL] | /s/ Kathy A. Baldwin |   |
|--------|----------------------|--------|
|   | Notary Public        |   |
|        |                      |        |  |

 

 
| State of Colorado           | )     |
|-----------------------------|-------|
|                        | ) ss. |
| City & County of Denver | )     |

 

 

The foregoing instrument was acknowledged before me this 25thday of February, 2005 by Stephen R. Roark as President of Black Hawk Gaming& Development Company, Inc., a Colorado corporation.

 

Witness my hand and official seal.

 

My commission expires:  1/15/07

 

 
| [SEAL] | /s/ Kathy A. Baldwin |   |
|--------|----------------------|--------|
|   | Notary Public        |   |
|        |                      |        |  |

 

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| State of Colorado           | )     |
|-----------------------------|-------|
|                        | ) ss. |
| City & County of Denver | )     |

 

The foregoing instrument was acknowledged before me this 25thday of February, 2005 by Stephen R. Roark as President of Black Hawk Gaming& Development Company, Inc., a Colorado corporation, and as President ofGilpin Ventures, Inc., a Colorado corporation, the joint venture partners ofGilpin Hotel Venture, a Colorado joint venture partnership.

 

Witness my hand and official seal.

 

My commission expires:  1/15/07

 

 
| [SEAL] | /s/ Kathy A. Baldwin |   |
|--------|----------------------|--------|
|   | Notary Public        |   |
|        |                      |        |  |

 

 
| State of Colorado           | )     |
|-----------------------------|-------|
|                        | ) ss. |
| City & County of Denver | )     |

 

The foregoing instrument was acknowledged before me this 25thday of February, 2005 by Stephen R. Roark as President of Black Hawk Gaming& Development Company, Inc., a Colorado corporation, the Manager of BlackHawk/Jacobs Entertainment LLC, a Colorado limited liability company.

 

Witness my hand and official seal.

 

My commission expires:  1/15/07

 

 
| [SEAL] | /s/ Kathy A. Baldwin |   |
|--------|----------------------|--------|
|   | Notary Public        |   |
|        |                      |        |  |

 

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