Exhibit 4.8
BLACK HAWK GAMING & DEVELOPMENT COMPANY, INC.
240 Main Street
Black Hawk, Colorado 80422
February 22, 2002
Wells Fargo Bank Minnesota, National Association
Corporate Trust Services
213 Court Street - Suite 902
Middletown, CT 06457
Ladies and Gentlemen:
Reference is made to that certain security agreement (as amended, amended
and restated, supplemented or otherwise modified from time to time, the
"Security Agreement"; capitalized terms used but not otherwise defined herein
------------------
shall have the meanings assigned to such terms in the Security Agreement), dated
as of February 8, 2002, among Gameco, Inc. (the "Issuer"), each of the
------
Guarantors listed on the signature pages thereto or from time to time party
thereto by execution of a joinder agreement, and Wells Fargo Bank Minnesota,
National Association, as Trustee (in such capacity and together with any
successors in such capacity, the "Trustee").
-------
This letter supplements the Security Agreement and is delivered by the
undersigned, BLACK HAWK GAMING & DEVELOPMENT COMPANY, INC., a Colorado
corporation (the "New Pledgor"), pursuant to Section 3.5 of the Security
--- ------- -----------
Agreement. The New Pledgor hereby agrees to be bound as a Guarantor and as a
Pledgor by all of the terms, covenants and conditions set forth in the Security
Agreement to the same extent that it would have been bound if it had been a
signatory to the Security Agreement on the execution date of the Security
Agreement and without limiting the generality of the foregoing, hereby grants
and pledges to the Trustee, for its benefit and for the benefit of the Secured
Parties, as collateral security for the full, prompt and complete payment and
performance when due (whether at stated maturity, by acceleration or otherwise)
of the Secured Obligations, a Lien on and security interest in, all of its
right, title and interest in, to and under the Pledged Collateral and expressly
assumes all obligations and liabilities of a Guarantor and Pledgor thereunder.
The New Pledgor hereby makes each of the representations and warranties and
agrees to each of the covenants applicable to the Pledgors contained in the
Security Agreement.
Attached hereto are supplements to each of the schedules to the Security
Agreement with respect to the New Pledgor. Such supplements shall be deemed to
be part of the Security Agreement.
This agreement and any amendments, waivers, consents or supplements hereto
may be executed in any number of counterparts and by different parties hereto in
separate counterparts, each of which when so executed and delivered shall be
deemed to be an original, but all such counterparts together shall constitute
one and the same agreement.
THIS AGREEMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN
ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
IN WITNESS WHEREOF, the New Pledgor has caused this letter agreement to be
executed and delivered by its duly authorized officer as of the date first above
written.
BLACK HAWK GAMING & DEVELOPMENT COMPANY, INC.
/s/ Stephen R. Roark
By: ___________________________________
Name: Stephen R. Roark
Title: President
AGREED TO AND ACCEPTED:
WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION,
as Trustee
/s/ Joseph P. O'Donnell
By: ________________________________
Name: Joseph P. O'Donnell
Title: Corporate Trust Officer
Schedule to Exhibit 4.8
-----------------------
Omitted Documents
-----------------
Document Party
- -------- -----
Joinder Agreement Gold Dust West Casino, Inc.
Joinder Agreement Black Hawk/Jacobs Entertainment, LLC
Joinder Agreement Gilpin Hotel Venture
Joinder Agreement Gilpin Ventures, Inc.
Joinder Agreement Jalou II Inc.
Joinder Agreement Winner's Choice Casino, Inc.
Joinder Agreement Diversified Opportunities Group Ltd.
Joinder Agreement Jalou L.L.C.
Joinder Agreement Houma Truck Plaza & Casino, L.L.C.
Joinder Agreement Jalou-Cash's L.L.C.
Joinder Agreement JACE, Inc.
Joinder Agreement Lucky Magnolia Truck Stop and Casino L.L.C.
Joinder Agreement Bayou Vista Truck Plaza and Casino, L.L.C.
Joinder Agreement Raceland Truck Plaza and Casino, L.L.C.