Exhibit 4.27
PROMISSORY NOTE
July 12, 2002
$10,000,000.00
FOR VALUE RECEIVED, the undersigned, JACOBS ENTERTAINMENT, INC., a Delaware
corporation ("Jacobs"), BLACK HAWK GAMING & DEVELOPMENT COMPANY, INC., a
Colorado corporation ("Black Hawk"), GILPIN VENTURES, INC., a Colorado
corporation ("Gilpin"), GILPIN HOTEL VENTURE, A Colorado partnership ("GHV"),
and BLACK HAWK/JACOBS ENTERTAINMENT, LLC, a Colorado limited liability company
("BH/JE"; Jacobs, Gilpin, Black Hawk, GHV, and BH/JE are referred to hereinafter
each individually as a "Borrower", and collectively as "Borrowers"), HEREBY
PROMISE TO PAY to the order of FOOTHILL CAPITAL CORPORATION, a California
corporation ("Lender"), at its address at 2450 Colorado Avenue, Suite 3000 West,
Santa Monica, CA 90404, or at such other place as Lender may designate from time
to time in writing, in lawful money of the United States of America and in
immediately available funds, the amount of TEN MILLION DOLLARS ($10,000,000) or,
if less, the aggregate unpaid amount of all Advances made to the undersigned
under the "Loan Agreement" (as hereinafter defined). All capitalized terms used
but not otherwise defined herein have the meanings given to them in the Loan
Agreement.
This Promissory Note is issued pursuant to that certain Loan and Security
Agreement dated as of July 12, 2002 by and among Borrowers and Lender (including
all annexes, exhibits and schedules thereto, and as from time to time amended,
restated, supplemented or otherwise modified, the "Loan Agreement"), and is
entitled to the benefit and security of the Loan Agreement and all of the other
Loan Documents referred to therein. This Promissory Note is secured in part by
that certain Fee and Leasehold Deed of Trust, Assignment of Leases and Rents,
Security Agreement and Fixture Filing dated as of July 12, 2002 and executed by
Black Hawk, Gilpin and BH/JE (Black Hawk, Gilpin and BH/JE are referred to
hereinafter each individually as a "Grantor", and collectively as "Grantors") to
the Public Trustee of Gilpin County, State of Colorado, for the benefit of
Lender, encumbering real property of the Grantors in Gilpin County, Colorado.
Reference is hereby made to the Loan Agreement for a statement of all of the
terms and conditions under which the Advances evidenced hereby are made and are
to be repaid. The date and amount of each Advance made by Lender to the
Borrowers, the rates of interest applicable thereto and each payment made on
account of the principal thereof, shall be recorded by Lender on its books;
provided that the failure of Lender to make any such recordation shall not
affect the obligations of the Borrowers to make a payment when due of any amount
owing under the Loan Agreement or this Promissory Note in respect of the
Advances made by Lender to the Borrowers.
The principal amount of the indebtedness evidenced hereby shall be payable
in the amounts and on the dates specified in the Loan Agreement, the terms of
which are hereby incorporated herein by reference. Interest thereon shall be
paid until such principal amount is paid in full at such interest rates and at
such times, and pursuant to such calculations, as are specified in the Loan
Agreement.
If any payment on this Promissory Note becomes due and payable on a day
other than a Business Day, the maturity thereof shall be extended to the next
succeeding Business Day and, with respect to payments of principal, interest
thereon shall be payable at the then applicable rate during such extension.
Upon and after the occurrence of any Event of Default, this Promissory Note
may, as provided in the Loan Agreement, and without demand, notice or legal
process of any kind, be declared, and immediately shall become, due and payable.
Time is of the essence of this Promissory Note. Demand, presentment,
protest and notice of nonpayment and protest are hereby waived by the Borrowers.
THIS PROMISSORY NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND PERFORMED IN
THAT STATE.
IN WITNESS WHEREOF, the parties hereto have caused this Promissory Note to
be executed and delivered as of the date first written above.
JACOBS ENTERTAINMENT, INC.,
a Delaware corporation
By: /s/ Stephen R. Roark
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Stephen R. Roark
President
BLACK HAWK GAMING & DEVELOPMENT COMPANY, INC.
a Colorado corporation.
By: /s/ Stephen R. Roark
----------------------------------------
Stephen R. Roark,
President
GILPIN VENTURES, INC.
a Colorado corporation
By: /s/ Stephen R. Roark
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Stephen R. Roark,
President
GILPIN HOTEL VENTURE
a Colorado partnership
By: BLACK HAWK GAMING &
DEVELOPMENT COMPANY, INC,
a Colorado corporation,
Its Joint Venture Partner
By: /s/ Stephen R. Roark
---------------------------------
Stephen R. Roark,
President
By: GILPIN VENTURES, INC.,
a Colorado corporation,
Its Joint Venture Partner
By: /s/ Stephen R. Roark
---------------------------------
Stephen R. Roark,
President
BLACK HAWK/JACOBS ENTERTAINMENT LLC
a Colorado limited liability company
By: BLACK HAWK GAMING & DEVELOPMENT
COMPANY, INC.,
a Colorado corporation,
Its Manager
By: /s/ Stephen R. Roark
---------------------------------
Stephen R. Roark,
President