Colonial Downs, LLC Sample Contracts

LIMITED LIABILITY COMPANY AGREEMENT OF LUCKY MAGNOLIA TRUCK STOP AND CASINO, L.L.C.
Limited Liability Company Agreement • July 27th, 2006 • Colonial Downs, LLC • Services-racing, including track operation • Louisiana

This Operating Agreement of Lucky Magnolia Truck Stop and Casino, L.L.C., a limited liability company organized pursuant to the laws of the State of Louisiana, is made effective as of January 11, 2002 by Jalou L.L.C., a Louisiana limited liability company, the sole Member (the “Member”) of Lucky Magnolia Truck Stop and Casino, L.L.C. (the “Company” as defined herein).

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MEMBERSHIP INTERESTS PURCHASE AGREEMENT
Membership Interests Purchase Agreement • July 27th, 2006 • Colonial Downs, LLC • Services-racing, including track operation • Louisiana

THIS MEMBERSHIP INTERESTS PURCHASE AGREEMENT (this “Agreement”), dated May 16, 2006 (“Agreement Date”), to be effective only upon the closing of the Refinancing (as hereinafter defined), is entered into by and between GAMECO HOLDINGS, INC., a Delaware corporation (“Seller”), and JACOBS ENTERTAINMENT, INC., a Delaware corporation (“Buyer”). Capitalized terms not defined in context are defined in Section 12.15.

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GROUND LEASE
Ground Lease • July 27th, 2006 • Colonial Downs, LLC • Services-racing, including track operation

This GROUND LEASE AGREEMENT (“Lease”) is made this 26th day of June, 2006, by and between CLARK G. RUSSELL and JEAN M. RUSSELL, Trustees of “THE CLARK AND JEAN RUSSELL FAMILY TRUST” (hereinafter called “Landlord”), and JACOBS PINON PLAZA ENTERTAINMENT, INC., a Nevada corporation (hereinafter called “Tenant”).

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LIMITED LIABILITY COMPANY AGREEMENT OF RACELAND TRUCK PLAZA AND CASINO, L.L.C.
Limited Liability Company Agreement • July 27th, 2006 • Colonial Downs, LLC • Services-racing, including track operation • Louisiana

This Operating Agreement of Raceland Truck Plaza and Casino, L.L.C., a limited liability company organized pursuant to the laws of the State of Louisiana, is made effective as of February, 2002 by Jalou L.L.C., a Louisiana limited liability company, the sole Member (the “Member”) of Raceland Truck Plaza and Casino, L.L.C. (the “Company” as defined herein).

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PLEDGE AGREEMENT dated as of June 16, 2006 (the “Agreement”), among JACOBS ENTERTAINMENT, INC., a Delaware corporation (the “Borrower”), BLACK HAWK GAMING & DEVELOPMENT COMPANY, INC., a Colorado corporation (“Black Hawk” and, together with Borrower,...
Pledge Agreement • July 27th, 2006 • Colonial Downs, LLC • Services-racing, including track operation • New York

Reference is made to (a) the Credit Agreement dated as of June 16, 2006 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, the lenders from time to time party thereto (the “Lenders”), CIBC World Markets Corp., as Syndication Agent, Wells Fargo Bank, National Association, as Documentation Agent and Swingline Lender, CIT Lending Services Corporation, as Documentation Agent and Credit Suisse, as issuing bank (in such capacity, “Issuing Bank”), Administrative Agent for the Lenders and Collateral Agent for the Secured Parties and Issuing Bank, (b) the Guarantee Agreement dated as of June 16, 2006 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Guarantee Agreement”), among the Borrower, the Guarantors (including the Pledgors) party thereto and the Collateral Agent and (c) the Security Agreement dated as of June 16, 2006 by and among the Pledgors and the Collateral

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Contract
Colonial Downs, LLC • July 27th, 2006 • Services-racing, including track operation

THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE OF A DEPOSITORY OR A SUCCESSOR DEPOSITORY. THIS NOTE IS NOT EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS NOTE (OTHER THAN A TRANSFER OF THIS NOTE AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

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Contract
Guarantee Agreement • July 27th, 2006 • Colonial Downs, LLC • Services-racing, including track operation

GUARANTEE AGREEMENT dated as of June 16, 2006, among JACOBS ENTERTAINMENT, INC. (“Borrower”), each of the subsidiaries of Borrower listed on Schedule I hereto or from time to time party hereto by execution of a supplement referred to in Section 19 below (each such subsidiary individually, a “Guarantor” and, together, the “Guarantors”) and CREDIT SUISSE, CAYMAN ISLANDS BRANCH (“CS”), as collateral agent (the “Collateral Agent”) for the Secured Parties (as defined in the Credit Agreement).

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INTERCOMPANY NOTE
Intercompany Note • July 27th, 2006 • Colonial Downs, LLC • Services-racing, including track operation

This note (“Note”) is an Intercompany Note referred to in the Credit Agreement dated as of June 16, 2006 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) among JACOBS ENTERTAINMENT, INC., a Delaware corporation (“Borrower”), the Lenders (such term and each other capitalized term used but not defined herein having the meaning given it in Article I of the Credit Agreement) and CREDIT SUISSE, CAYMAN ISLANDS BRANCH, as administrative agent (in such capacity, “Administrative Agent”) for the Lenders, as collateral agent (in such capacity, “Collateral Agent”) for the Secured Parties, as swingline lender (in such capacity, “Swingline Lender”) and as issuing bank (“Issuing Bank”) and is subject to the terms thereof, and shall be pledged by each Payee pursuant to the Security Agreement, to the extent required pursuant to the terms thereof. Each Payee hereby acknowledges and agrees that the Administrative Agent may exercise all right

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AMENDED AND RESTATED OPERATING AGREEMENT VIRGINIA CONCESSIONS, L.L.C
Operating Agreement • July 27th, 2006 • Colonial Downs, LLC • Services-racing, including track operation • Virginia

THIS AMENDED AND RESTATED OPERATING AGREEMENT (“Agreement”) is made as of February 22, 2002 by JACOBS ENTERTAINMENT, INC., a Delaware corporation (“JEI” or the “Member”), as the sole Member and the sole Manager of VIRGINIA CONCESSIONS, L.L.C., a Virginia limited liability company (the “Company”). (JEI and all subsequent members of the Company are referred to collectively as the “Members”).

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JACOBS ENTERTAINMENT, INC. PURCHASE AGREEMENT
Purchase Agreement • July 27th, 2006 • Colonial Downs, LLC • Services-racing, including track operation • New York
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OPTION AGREEMENT
Option Agreement • July 27th, 2006 • Colonial Downs, LLC • Services-racing, including track operation • Ohio

This OPTION AGREEMENT (“Agreement”) to acquire property is made this 11th day of, July 2006 (“Effective Date”) by and between Jacobs Entertainment, Inc., a Delaware corporation, hereinafter referred to as PURCHASER, and Sugar Warehouse Limited Partnership, an Ohio Limited Partnership, hereinafter referred to as SELLER.

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LEASE AND OPTION TO PURCHASE AGREEMENT
Purchase Agreement • July 27th, 2006 • Colonial Downs, LLC • Services-racing, including track operation • Louisiana

BE IT KNOWN, that before the undersigned Notaries Public in the State of Louisiana and in the presence of the undersigned competent witnesses, personally came and appeared:

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OPERATING AGREEMENT COLONIAL DOWNS, LLC
Operating Agreement • July 27th, 2006 • Colonial Downs, LLC • Services-racing, including track operation • Virginia

THIS OPERATING AGREEMENT (“Agreement”) is made as of August 30, 2002 by COLONIAL HOLDINGS, INC., a Virginia corporation (“Colonial Holdings” or the “Member”), as the sole initial Member and the sole initial Manager of COLONIAL DOWNS, LLC, a Virginia limited liability company (the “Company”). (Colonial Holdings and all subsequent members of the Company are referred to collectively as the “Members”).

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OPTION AGREEMENT
Option Agreement • July 27th, 2006 • Colonial Downs, LLC • Services-racing, including track operation • Ohio

This OPTION AGREEMENT (“Agreement”) to lease property is made this 11th day of July, 2006 (“Effective Date”) by and between Jacobs Entertainment, Inc., a Delaware Corporation, hereinafter referred to as TENANT, and Nautica Peninsula Land Limited Partnership, an Ohio limited partnership, hereinafter referred to as LANDLORD.

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CUSTODIAN AGREEMENT
Custodian Agreement • July 27th, 2006 • Colonial Downs, LLC • Services-racing, including track operation • Nevada

This Custodian Agreement (the “Agreement”) is dated as of June 16, 2006, and is made by DUNHAM TRUST COMPANY, 1 East Liberty Street, Sixth Floor, Reno, NV 89504, as custodian (the “Custodian”), CREDIT SUISSE, CAYMAN ISLANDS BRANCH as Collateral Agent (the “Agent”) under the Credit Agreement, as defined below, JACOBS ENTERTAINMENT, INC., a Delaware corporation as the Borrower under the Credit Agreement (“Jacobs”) and BLACKHAWK GAMING & DEVELOPMENT COMPANY, INC., a Colorado corporation (“Black Hawk” and, together with Jacobs, the “Pledgors” under the Pledge Agreement (as defined below)). Capitalized terms used herein without definition have the meanings assigned thereto in the Pledge Agreement.

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OPTION AGREEMENT
Option Agreement • July 27th, 2006 • Colonial Downs, LLC • Services-racing, including track operation • Ohio

This OPTION AGREEMENT (“Agreement”) to lease property is made this 11th day of July, 2006 (“Effective Date”) by and between Jacobs Entertainment, Inc., a Delaware Corporation, hereinafter referred to as TENANT, and Nautica Phase 2 Limited Partnership., an Ohio limited partnership, hereinafter referred to as LANDLORD.

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OPTION AGREEMENT
Option Agreement • July 27th, 2006 • Colonial Downs, LLC • Services-racing, including track operation • Ohio

This OPTION AGREEMENT (“Agreement”) to lease property is made this 11th day of July, 2006 (“Effective Date”) by and between Jacobs Entertainment, Inc., a Delaware Corporation, hereinafter referred to as TENANT, and Sycamore & Main, Inc., an Ohio corporation, hereinafter referred to as LANDLORD.

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CONTRIBUTION AGREEMENT
Contribution Agreement • July 27th, 2006 • Colonial Downs, LLC • Services-racing, including track operation • New York

This Contribution Agreement (this “Agreement”) is entered into as of June 16, 2006, by and among JACOBS ENTERTAINMENT, INC., a Delaware corporation (the “Borrower”) and EACH UNDERSIGNED AFFILIATE OF THE BORROWER (the “Guarantors”, and, together with the Borrower, collectively, the “Contributors”).

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TO OPTION PURCHASE AGREEMENT
Option Purchase Agreement • July 27th, 2006 • Colonial Downs, LLC • Services-racing, including track operation • Colorado

This FOURTH AMENDMENT TO OPTION PURCHASE AGREEMENT, (the “Fourth Amendment”), is made and entered into to be effective as of the 15th day of May, 2006 (the “Effective Date”) by Dakota\Blackhawk, LLC, a Colorado limited liability company (“Dakota”), and Jacobs Entertainment, Inc., a Delaware corporation and/or assigns, (“JEI”).

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Jacobs Dakota Works, LLC Operating Agreement
Operating Agreement • July 27th, 2006 • Colonial Downs, LLC • Services-racing, including track operation • Colorado

This Operating Agreement (this “Agreement”) is entered into this 7th day of June 2006, by and between Jacobs Dakota Works, LLC (the “Company”), and Jacobs Entertainment, Inc., a Delaware corporation (the “Member”).

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SECURITY AGREEMENT By JACOBS ENTERTAINMENT, INC., as Borrower and THE GUARANTORS PARTY HERETO and CREDIT SUISSE, CAYMAN ISLANDS BRANCH, as Collateral Agent Dated as of June 16, 2006
Security Agreement • July 27th, 2006 • Colonial Downs, LLC • Services-racing, including track operation • New York

SECURITY AGREEMENT (the “Agreement”), dated as of June 16, 2006, made by JACOBS ENTERTAINMENT, INC., a Delaware corporation (the “Borrower”), and EACH OF THE GUARANTORS LISTED ON THE SIGNATURE PAGES HERETO OR FROM TIME TO TIME PARTY HERETO BY EXECUTION OF A JOINDER AGREEMENT (collectively, the “Guarantors”), as pledgors, assignors and debtors (the Borrower, together with the Guarantors, in such capacities and together with any successors in such capacities, the “Pledgors,” and each, a “Pledgor”), in favor of CREDIT SUISSE, CAYMAN ISLANDS BRANCH, in its capacity as collateral agent for the Secured Parties (in such capacity, the “Collateral Agent”) pursuant to the Credit Agreement (as hereinafter defined).

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AMENDED AND RESTATED CONSULTING AGREEMENT
Consulting Agreement • July 27th, 2006 • Colonial Downs, LLC • Services-racing, including track operation • Ohio

THIS AMENDED AND RESTATED CONSULTING AGREEMENT (this “Agreement”), to be effective only upon the closing of the Refinancing (as hereinafter defined), and upon such closing shall be deemed to have been effective as of the 1st day of January, 2006 (“Amendment and Restatement Date”), by and between Jacobs Entertainment, Inc., a Delaware corporation (the “Company”), and Jacobs Investments Management Co., Inc., an Ohio corporation (the “Consultant”).

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OPTION AGREEMENT
Option Agreement • July 27th, 2006 • Colonial Downs, LLC • Services-racing, including track operation • Ohio

This OPTION AGREEMENT (“Agreement”) to acquire property is made this 18th day of, April 2006 (“Effective Date”) by and between Jacobs Entertainment, Inc., a Delaware corporation, hereinafter referred to as PURCHASER, and Flats Development, Inc., an Ohio corporation, hereinafter referred to as SELLER.

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OPTION AGREEMENT
Option Agreement • July 27th, 2006 • Colonial Downs, LLC • Services-racing, including track operation • Ohio

This OPTION AGREEMENT (“Agreement”) to lease property is made this 11th day of July, 2006 (“Effective Date”) by and between Jacobs Entertainment, Inc., a Delaware Corporation, hereinafter referred to as TENANT, and Jacobs Lot D, Inc. an Ohio corporation, hereinafter referred to as LANDLORD.

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ASSET PURCHASE AGREEMENT AMONG FELICIANA VENTURES, INC., FOREST GOLD TRUCK PLAZA AND CASINO, L.L.C., ST. HELENA EXPRESS & CASINO, L.L.C., SEABUCKLE GAMING, INC., JANICE M. PENN and MINNIE L. HUGHES, as Sellers; CLAUDE M. PENN, JR., AND GAMECO...
Asset Purchase Agreement • July 27th, 2006 • Colonial Downs, LLC • Services-racing, including track operation • Louisiana

BEFORE the undersigned Notaries Public, duly commissioned in and for the States and Counties/Parishes set forth below, and in the presence of the undersigned competent witnesses,

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