TO A WRITING SIGNED BY THE BORROWER,
THE SUBSIDIARY LOAN PARTIES, THE ADMINISTRATIVE AGENT AND THE RESTATEMENT
LENDERS, WITH RESPECT TO THE AMENDMENTS IN THE RESTATED CREDIT AGREEMENT THAT
RELATE TO THE EXTENSION OF THE MATURITY OF THE REVOLVING COMMITMENTS, EACH
LENDER PARTY HERETO THAT WILL BECOME A CLASS A REVOLVING LENDER UPON
SATISFACTION OF THE CONDITIONS SET FORTH IN SECTION 6 HEREOF AND, WITH RESPECT
TO THE AMENDMENTS IN THE RESTATED CREDIT AGREEMENT THAT RELATE TO THE EXTENSION
OF THE MATURITY OF THE SWINGLINE COMMITMENT, THE SWINGLINE LENDER.
THIS
AGREEMENT MAY BE EXECUTED IN TWO OR MORE COUNTERPARTS, EACH OF WHICH SHALL
CONSTITUTE AN ORIGINAL BUT ALL OF WHICH WHEN TAKEN TOGETHER SHALL CONSTITUTE A
SINGLE CONTRACT.
DELIVERY OF AN EXECUTED COUNTERPART OF A SIGNATURE PAGE OF
THIS AGREEMENT BY FACSIMILE OR OTHER ELECTRONIC TRANSMISSION SHALL BE EFFECTIVE
AS DELIVERY OF A MANUALLY EXECUTED COUNTERPART OF THIS AGREEMENT.
SECTION 8.
NO NOVATION.
NEITHER THIS AGREEMENT NOR THE EXECUTION, DELIVERY OR
EFFECTIVENESS OF THE RESTATED CREDIT AGREEMENT SHALL DISCHARGE OR RELEASE THE
LIEN OR PRIORITY OF ANY REAFFIRMED LOAN DOCUMENT OR ANY OTHER SECURITY
THEREFOR.
THIS AGREEMENT SHALL NOT EXTINGUISH THE OBLIGATIONS OUTSTANDING UNDER
THE EXISTING CREDIT AGREEMENT.
THE PROVISIONS OF SECTIONS 2.12, 2.13, 2.15 AND
10.03 OF THE RESTATED CREDIT AGREEMENT WILL CONTINUE TO BE EFFECTIVE AS TO ALL
MATTERS ARISING OUT OF OR IN ANY WAY RELATED TO FACTS OR EVENTS EXISTING OR
OCCURRING PRIOR TO THE RESTATEMENT EFFECTIVE DATE.
THIS AGREEMENT SHALL BE A
LOAN DOCUMENT FOR ALL PURPOSES.
EACH OF THE REAFFIRMED LOAN DOCUMENTS SHALL
REMAIN IN FULL FORCE AND EFFECT, UNTIL (AS APPLICABLE) AND EXCEPT TO ANY EXTENT
MODIFIED HEREBY OR IN CONNECTION HEREWITH.
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SECTION 9.
NOTICES.
ALL NOTICES HEREUNDER SHALL BE GIVEN IN ACCORDANCE WITH
THE PROVISIONS OF SECTION 10.01 OF THE RESTATED CREDIT AGREEMENT.
SECTION 10.
APPLICABLE LAW; WAIVER OF JURY TRIAL.
(A)
THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED
BY 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.
(B)
EACH PARTY HERETO HEREBY AGREES AS SET FORTH IN SECTION 10.10 OF
THE RESTATED CREDIT AGREEMENT AS IF SUCH SECTION WERE SET FORTH IN FULL HEREIN.
SECTION 11.
HEADINGS.
THE SECTION HEADINGS USED HEREIN ARE FOR CONVENIENCE OF
REFERENCE ONLY, ARE NOT PART OF THIS AGREEMENT AND ARE NOT TO AFFECT THE
CONSTRUCTION OF, OR TO BE TAKEN INTO CONSIDERATION IN INTERPRETING, THIS
AGREEMENT.
7
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed by their respective authorized officers as of the day and year first
written above.
JACOBS ENTERTAINMENT, INC.
By:
/s/ Stephen R. Roark
Stephen R. Roark
President
BLACK HAWK GAMING & DEVELOPMENT COMPANY, INC.
By:
/s/ Stephen R. Roark
Stephen R. Roark
President
BLACK HAWK/JACOBS ENTERTAINMENT, LLC
By: Black Hawk Gaming & Development Company, Inc., its Manager
By:
/s/ Stephen R. Roark
Stephen R. Roark
President
GILPIN HOTEL VENTURE
By: Black