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EXHIBIT 4.41  


 
 

SUPPLEMENTAL INDENTURE    
    


        SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"), dated as of June 4, 2003 among the guarantors listed on the signature pages attached hereto
(each, a "New Guarantor"), each an 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 117/8% 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.     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. 


        4.     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 PROCEDING ARISING OUT OF OR RELATING TO THIS SUPPLEMENTAL INDENTURE OR THE NOTES.


        5.     Trustee
Makes No Representation. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiently of this Supplemental
Indenture or for or in respect of the recitals contained herein, all of which are made solely by the Company. 



        6.     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. 


        7.     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. 


[Remainder
of page intentionally blank] 


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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 DOWNS, LLC
	

 	
 	

By:	
 	

/s/  IAN M. STEWART      

	 	 	Name:	 	Ian M. Stewart
	 	 	Title:	 	Manager
	

 	
 	

JRJ PROPERTIES, LLC
	

 	
 	

By:	
 	

/s/  IAN M. STEWART      

	 	 	Name:	 	Ian M. Stewart
	 	 	Title:	 	President and Manager
	

 	
 	
THE TRUSTEE:
	
 	
 	

WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION
	

 	
 	

By:	
 	

/s/  ROBERT L. REYNOLDS      

	 	 	Name:	 	Robert L. Reynolds
	 	 	Title:	 	Vice President
	

 	
 	
THE COMPANY:
	
 	
 	

JACOBS ENTERTAINMENT, INC.
	

 	
 	

By:	
 	

/s/  JEFFREY P. JACOBS      

	 	 	Name:	 	Jeffrey P. Jacobs
	 	 	Title:	 	President
	

 	
 	

BLACK HAWK GAMING & DEVELOPMENT COMPANY, INC.
	

 	
 	

By:	
 	

/s/  JEFFREY P. JACOBS      

	 	 	Name:	 	Jeffrey P. Jacobs
	 	 	Title:	 	Chief Executive Officer and Director
	 	 	 	 	 





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GOLD DUST WEST CASINO, INC.
	

 	
 	

By:	
 	

/s/  JEFFREY P. JACOBS      

	 	 	Name:	 	Jeffrey P. Jacobs
	 	 	Title:	 	Chairman of the Board and President
	

 	
 	

BLACK HAWK/JACOBS ENTERTAINMENT, LLC
	 	 	By:	 	Black Hawk Gaming & Development Company, Inc., its Authorized Manager
	

 	
 	

By:	
 	

/s/  STEPHEN R. ROARK      

	 	 	Name:	 	Stephen R. Roark
	 	 	Title:	 	President
	

 	
 	

GILPIN HOTEL VENTURE
	 	 	By:	 	Gilpin Ventures, Inc., its Partner
	

 	
 	

By:	
 	

/s/  STEPHEN R. ROARK      

	 	 	Name:	 	Stephen R. Roark
	 	 	Title:	 	President
	

 	
 	

By:	
 	

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

 	
 	

By:	
 	

/s/  STEPHEN R. ROARK      

	 	 	Name:	 	Stephen R. Roark
	 	 	Title:	 	President
	

 	
 	

GILPIN VENTURES, INC.
	

 	
 	

By:	
 	

/s/  STEPHEN R. ROARK      

	 	 	Name:	 	Stephen R. Roark
	 	 	Title:	 	President and Director
	

 	
 	

JALOU II INC.
	

 	
 	

By:	
 	

/s/  IAN M. STEWART      

	 	 	Name:	 	Ian M. Stewart
	 	 	Title:	 	President and Director
	

 	
 	

WINNER'S CHOICE CASINO, INC.
	

 	
 	

By:	
 	

/s/  IAN M. STEWART      

	 	 	Name:	 	Ian M. Stewart
	 	 	Title:	 	President and Director
	 	 	 	 	 



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DIVERSIFIED OPPORTUNITIES GROUP LTD.
	 	 	By:	 	Jacobs Entertainment, Inc., its Managing Manager
	

 	
 	

By:	
 	

/s/  JEFFREY P. JACOBS      

	 	 	Name:	 	Jeffrey P. Jacobs
	 	 	Title:	 	President
	

 	
 	

JALOU L.L.C.
	

 	
 	

By:	
 	

/s/  IAN M. STEWART      

	 	 	Name:	 	Ian M. Stewart
	 	 	Title:	 	President and Manager
	

 	
 	

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

 	
 	

By:	
 	

/s/  IAN M. STEWART      

	 	 	Name:	 	Ian M. Stewart
	 	 	Title:	 	President and Manager
	

 	
 	

JALOU-CASH'S L.L.C.
	

 	
 	

By:	
 	

/s/  IAN M. STEWART      

	 	 	Name:	 	Ian M. Stewart
	 	 	Title:	 	President and Manager
	

 	
 	

JACE, INC.
	

 	
 	

By:	
 	

/s/  IAN M. STEWART      

	 	 	Name:	 	Ian M. Stewart
	 	 	Title:	 	President and Director
	

 	
 	

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

 	
 	

By:	
 	

/s/  IAN M. STEWART      

	 	 	Name:	 	Ian M. Stewart
	 	 	Title:	 	President and Director
	

 	
 	

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

 	
 	

By:	
 	

/s/  IAN M. STEWART      

	 	 	Name:	 	Ian M. Stewart
	 	 	Title:	 	President and Manager
	 	 	 	 	 





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

 	
 	

By:	
 	

/s/  IAN M. STEWART      

	 	 	Name:	 	Ian M. Stewart
	 	 	Title:	 	President and Manager
	

 	
 	

COLONIAL HOLDINGS, INC.
	

 	
 	

By:	
 	

/s/  IAN M. STEWART      

	 	 	Name:	 	Ian M. Stewart
	 	 	Title:	 	President
	

 	
 	

COLONIAL DOWNS, LP
	

 	
 	

By:	
 	

STANSLEY RACING CORP., ITS GENERAL PARTNER
	

 	
 	

By:	
 	

/s/  IAN M. STEWART      

	 	 	Name:	 	Ian M. Stewart
	 	 	Title:	 	President
	

 	
 	

STANSLEY RACING CORP.
	

 	
 	

By:	
 	

/s/  IAN M. STEWART      

	 	 	Name:	 	Ian M. Stewart
	 	 	Title:	 	President




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