GIVING EFFECT TO THIS
AMENDMENT, (X) NO DEFAULT OR EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING
UNDER THE CREDIT AGREEMENT; AND (Y) THE REPRESENTATIONS AND WARRANTIES MADE BY
BORROWER IN THE CREDIT AGREEMENT ARE TRUE AND CORRECT IN ALL MATERIAL RESPECTS
(EXCEPT THAT ANY REPRESENTATION OR WARRANTY THAT IS QUALIFIED AS TO
"MATERIALITY" OR "MATERIAL ADVERSE EFFECT" IS TRUE AND CORRECT IN ALL RESPECTS)
ON AND AS OF THE DATE HEREOF WITH THE SAME EFFECT AS IF MADE ON AND AS OF THE
DATE HEREOF (OR, IF ANY SUCH REPRESENTATION OR WARRANTY IS EXPRESSLY STATED TO
HAVE BEEN MADE AS OF A SPECIFIC DATE, AS OF SUCH SPECIFIC DATE).
SECTION FIVE - REFERENCE TO AND EFFECT ON THE CREDIT AGREEMENT. ON AND AFTER THE
EFFECTIVENESS OF THIS AMENDMENT, EACH REFERENCE IN THE CREDIT AGREEMENT TO "THIS
AGREEMENT," "HEREUNDER," "HEREOF" OR WORDS OF LIKE IMPORT REFERRING TO THE
CREDIT AGREEMENT SHALL MEAN AND BE A REFERENCE TO THE CREDIT AGREEMENT, AS
AMENDED BY THIS AMENDMENT.
THE CREDIT AGREEMENT AS SPECIFICALLY AMENDED BY THIS
AMENDMENT IS AND SHALL CONTINUE TO BE IN FULL FORCE AND EFFECT AND IS HEREBY IN
ALL RESPECTS RATIFIED AND CONFIRMED.
THE EXECUTION, DELIVERY AND EFFECTIVENESS
OF THIS AMENDMENT SHALL NOT, EXCEPT AS EXPRESSLY PROVIDED HEREIN, OPERATE AS AN
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AMENDMENT OR WAIVER OF ANY RIGHT, POWER OR REMEDY OF ANY LENDER OR ANY AGENT
UNDER THE CREDIT AGREEMENT, NOR CONSTITUTE AN AMENDMENT OR WAIVER OF ANY
PROVISION OF THE CREDIT AGREEMENT.
THIS AMENDMENT SHALL CONSTITUTE A LOAN
DOCUMENT FOR ALL PURPOSES.
SECTION SIX - COSTS, EXPENSES AND TAXES.
BORROWER AGREES TO PAY ALL REASONABLE
COSTS AND EXPENSES OF THE AGENTS IN CONNECTION WITH THE PREPARATION, EXECUTION
AND DELIVERY OF THIS AMENDMENT (INCLUDING, WITHOUT LIMITATION, THE REASONABLE
FEES AND EXPENSES OF CAHILL GORDON & REINDEL LLP), IF ANY, IN ACCORDANCE WITH
THE TERMS OF SECTION 10.03 OF THE CREDIT AGREEMENT.
SECTION SEVEN - EXECUTION IN COUNTERPARTS.
THIS AMENDMENT MAY BE EXECUTED IN
COUNTERPARTS (AND BY DIFFERENT PARTIES HERETO IN DIFFERENT COUNTERPARTS) EACH OF
WHICH SHALL CONSTITUTE AN ORIGINAL, BUT ALL OF WHICH TAKEN TOGETHER SHALL
CONSTITUTE A SINGLE AGREEMENT.
DELIVERY OF AN EXECUTED COUNTERPART OF A
SIGNATURE PAGE TO THIS AMENDMENT BY FACSIMILE OR ".PDF" FILE SHALL BE EFFECTIVE
AS DELIVERY OF A MANUALLY EXECUTED COUNTERPART OF THIS AMENDMENT.
SECTION EIGHT - GOVERNING LAW.
THIS AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD
TO CONFLICTS OF LAW PRINCIPLES THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF
ANOTHER JURISDICTION.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
executed and delivered as of the day and year first above written.
JACOBS ENTERTAINMENT, INC.,
as Borrower
By:
/s/ Stephen R. Roark
Name: Stephen R. Roark
Title: President
CREDIT SUISSE, CAYMAN ISLANDS
BRANCH,
as Administrative Agent
By:
/s/ Rianka Mohan
Name: Rianka Mohan
Title: Vice President
By:
/s/ Mikhail Faybusovich
Name: Mikhail Faybusovich
Title: Vice President