Exhibit 4.3
SUPPLEMENTAL INDENTURE
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SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"), dated as of
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February 22, 2002 among the guarantors listed on the signature pages attached
hereto (each, New Guarantor " "), a subsidiary of Gameco, Inc. (or its
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successor), a Delaware corporation (the Company"), and Wells Fargo Bank
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Minnesota, National Association, as " trustee under the Indenture referred to
below (the Trustee"). "
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W I T N E S S E T H :
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WHEREAS the Company has heretofore executed and delivered to the
Trustee an Indenture (as such may be amended from time to time, the Indenture"),
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dated as of February 8, 2002, providing for the issuance of its 11 7/8% " Senior
Secured Notes due 2009 (the "Notes");
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WHEREAS Section 4.18 of the Indenture provides that under certain
circumstances the Company is required to cause the 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 Guarantor, 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
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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. The New Guarantor hereby agrees, jointly
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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
10 of the Indenture and to be bound by all other applicable provisions of the
Indenture. From and after the date hereof, the New Guarantor shall be a
Guarantor for all purposes under the Indenture and the Notes.
3. Ratification of Indenture; Supplemental Indenture Part of
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Indenture. Except as expressly amended hereby, the Indenture is in all respects
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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 heretofore or hereafter
authenticated and delivered shall be bound hereby.
4. Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY
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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
PROCEEDING ARISING OUT OF OR RELATING TO THIS SUPPLEMENTAL INDENTURE.
5. Trustee Makes No Representation. The Trustee shall not be
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responsible in any manner whatsoever for or in respect of the validity or
sufficiency 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
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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
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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]
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:
BLACK HAWK GAMING & DEVELOPMENT
COMPANY, INC.
By: /s/ Stephen R. Roark
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Name: Stephen R. Roark
Title: President
GOLD DUST WEST CASINO, INC.
By: /s/ Stephen R. Roark
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Name: Stephen R. Roark
Title: Vice President and
Secretary
GILPIN VENTURES, INC.
By: /s/ Stephen R. Roark
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Name: Stephen R. Roark
Title: President
GILPIN HOTEL VENTURE
By: GILPIN VENTURES, INC., its partner
/s/ Stephen R. Roark
By:_______________________________
Name: Stephen R. Roark
Title: President
By: BLACK HAWK GAMING & DEVELOPMENT
COMPANY, INC., its partner
/s/ Stephen R. Roark
By:_______________________________
Name: Stephen R. Roark
Title: President
BLACK HAWK/JACOBS ENTERTAINMENT LLC
By: BH ENTERTAINMENT, LTD., its co-
manager
By: JACOBS ENTERTAINMENT LTD.,
its manager
/s/ Jeffrey P. Jacobs
By:___________________________
Name: Jeffrey P. Jacobs
Title: President
By: BLACK HAWK GAMING & DEVELOPMENT
COMPANY, INC, its co-manager
/s/ Stephen R. Roark
By:_______________________________
Name: Stephen R. Roark
Title: President
DIVERSIFIED OPPORTUNITIES GROUP LTD.
By: /s/ Jeffrey P. Jacobs
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Name: Jeffrey P. Jacobs
Title:
JALOU L.L.C.
By: /s/ Ian M. Stewart
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Name: Ian M. Stewart
Title: President and Manager
HOUMA TRUCK PLAZA & CASINO, L.L.C.
By: /s/ Ian M. Stewart
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Name: Ian M. Stewart
Title: President and Manager
BAYOU VISTA TRUCK PLAZA AND CASINO,
L.L.C.
By: /s/ Ian M. Stewart
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Name: Ian M. Stewart
Title: President and Manager
LUCKY MAGNOLIA TRUCK STOP AND CASINO
L.L.C.
By: /s/ Ian M. Stewart
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Name: Ian M. Stewart
Title: President and Manager
JALOU-CASH'S L.L.C.
By: /s/ Ian M. Stewart
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Name: Ian M. Stewart
Title: President and Manager
RACELAND TRUCK PLAZA AND CASINO,
L.L.C.
By: /s/ Ian M. Stewart
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Name: Ian M. Stewart
Title: President and Manager
JALOU II INC.
By: /s/ Ian M. Stewart
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Name: Ian M. Stewart
Title: President
WINNER'S CHOICE CASINO, INC.
By: /s/ Ian M. Stewart
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Name: Ian M. Stewart
Title: President
JACE, INC.
By: /s/ Ian M. Stewart
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Name: Ian M. Stewart
Title: President
THE COMPANY:
GAMECO, INC.
By: /s/ Jeffrey P. Jacobs
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Name: Jeffrey P. Jacobs
Title: President
THE TRUSTEE:
WELLS FARGO BANK MINNESOTA,
NATIONAL ASSOCIATION
By: /s/ Robert L. Reynolds
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Name: Robert L. Reynolds
Title: Vice President