Exhibit 4.30
PREPARED BY, RECORDING REQUESTED
BY AND WHEN RECORDED RETURN TO
PAUL, HASTINGS, JANOFSKY
& WALKER LLP
555 South Flower Street, 23rd Floor
Los Angeles, California 90071-2371
Attention: Derek Roth, Esq.
________________________________________________________________________________
[Space Above for Recorder]
MEMORANDUM OF INTERCREDITOR AGREEMENT
THIS MEMORANDUM OF INTERCREDITOR AGREEMENT (this
"Memorandum"), is made as of the 12th day of July, 2002, by and among FOOTHILL
CAPITAL CORPORATION ("Foothill"), WELLS FARGO BANK MINNESOTA, NATIONAL
ASSOCIATION ("Trustee"), JACOBS ENTERTAINMENT, INC., formerly known as Gameco, a
Delaware corporation ("Entertainment"), BLACK HAWK GAMING & DEVELOPMENT COMPANY,
INC., a Colorado corporation ("Black Hawk"), BLACK HAWK/JACOBS ENTERTAINMENT,
LLC, a Colorado limited liability corporation ("Black Hawk/Jacobs") and GILPIN
HOTEL VENTURE, a Colorado joint venture partnership ("Gilpin"), (Entertainment,
Black Hawk, Black Hawk/Jacobs and Gilpin, collectively in such capacities and
together with any successors in such capacities, "Borrower"), with reference to
the following facts:
A. Entertainment has issued certain senior secured notes (the
"Notes") pursuant to that certain Indenture dated as of February 8, 2002 (the
"Indenture"), among Borrower, Trustee and certain other parties. Borrower's
obligations under the Notes and certain other obligations are secured by, among
other things, liens on and security interests in all of the now existing and
hereafter acquired real and personal property of the Borrower, including,
without limitation, the real property interests more particularly described on
Exhibit "A" attached hereto and incorporated herein by this reference (the
"Property").
B. Concurrently herewith, Foothill is making a loan to
Borrower (the "Foothill Loan") in the original principal amount of $10,000,000,
which loan is secured, in part, by the Property.
C. In connection with the Foothill Loan, in order to address
the priority of certain liens and other rights and obligations of Foothill and
Trustee, Foothill and Trustee have entered into that certain Intercreditor
Agreement dated as of even date herewith (the "Intercreditor Agreement"), the
terms of which are incorporated into this Memorandum in their entirety by this
reference.
NOW, THEREFORE, in consideration of the mutual promises and
agreements hereinafter contained and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereby
execute this Memorandum.
1. Successors and Assigns. This Memorandum shall be binding
upon and inure to the benefit of the parties hereto and their respective
successors and assigns.
2. Interpretation. This Memorandum is prepared for recordation
and the notice thereby imparted, and does not in any way modify the
Intercreditor Agreement. In the event of any conflict between the provisions of
this Memorandum and the Intercreditor Agreement, the provisions of the
Intercreditor Agreement shall control. The recitals set forth above are
incorporated into this Memorandum by this reference.
3. Counterparts. This Memorandum may be executed in two (2) or
more counterparts, each of which shall be deemed an original but all of which
together shall constitute but one and the same instrument.
IN WITNESS WHEREOF, the parties hereto hereby execute this
Memorandum as of the date first written above.
FOOTHILL:
FOOTHILL CAPITAL CORPORATION
By: /s/ Stephen Schwartz
---------------------------
Name: Stephen Schwartz
---------------------------
Title: S.V.P.
--------------------------
TRUSTEE:
WELLS FARGO BANK MINNESOTA, NATIONAL
ASSOCIATION
By: /s/ Robert L. Reynolds
------------------------------
Name: Robert L. Reynolds
-----------------------------
Title: Vice President
------------------------------
BORROWER:
JACOBS ENTERTAINMENT, INC.,
a Delaware corporation
-2-
By: /s/ Stephen R. Roark
--------------------------
Name: Stephen R. Roark
--------------------------
Title: Chief Financial Officer and
President of Gaming Operations.
BLACK HAWK GAMING & DEVELOPMENT
COMPANY, INC., a Colorado corporation
By: /s/ Stephen R. Roark
-------------------------
Stephen R. Roark,
President
GILPIN HOTEL VENTURE, a Colorado joint venture
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
-3-
State of California )
) ss.
City & County of Los Angeles )
The foregoing instrument was acknowledged before me this 12th
day of July, 2002 by Stephen Schwartz as of Foothill Capital
Corporation.
Witness my hand and official seal.
My commission expires: April 22, 2005
/s/ Karla Sophia Gorgij
__________[SEAL] ----------------------------------
Notary Public
State of Connecticut )
) ss.
City & County of Middlesex )
The foregoing instrument was acknowledged before me this 12th
day of July, 2002 by Robert L. Reynolds as Vice President of Wells Fargo Bank
Minnesota, National Association.
Witness my hand and official seal.
My commission expires: February 28, 2007
/s/ William Kotkosky
__________[SEAL] ----------------------------------
Notary Public
State of Colorado )
) ss.
City & County of Denver )
The foregoing instrument was acknowledged before me this 12th
day of July, 2002 by Stephen R. Roark as Chief Financial Officer and President
of Gaming Operations of Jacobs Entertainment, Inc., a Delaware corporation.
Witness my hand and official seal.
My commission expires: 1/11/2005
/s/ Vicki L. Jaynes
__________[SEAL] ----------------------------------
Notary Public
State of Colorado )
) ss.
City & County of Denver )
The foregoing instrument was acknowledged before me this 12th
day of July, 2002 by Stephen R. Roark as President of Black Hawk Gaming &
Development Company, Inc., a Colorado corporation.
Witness my hand and official seal.
My commission expires: 1/11/2005
/s/ Vicki L. Jaynes
__________[SEAL] ----------------------------------
Notary Public
State of Colorado )
) ss.
City & County of Denver )
The foregoing instrument was acknowledged before me this 12th
day of July, 2002 by Stephen R. Roark as President of Black Hawk Gaming &
Development Company, Inc., a Colorado corporation, and as President of Gilpin
Ventures, Inc., a Colorado corporation, the joint venture partners of Gilpin
Hotel Venture, a Colorado joint venture partnership.
Witness my hand and official seal.
My commission expires: 1/11/2005
/s/ Vicki L. Jaynes
__________[SEAL] ----------------------------------
Notary Public
State of Colorado )
) ss.
City & County of Denver )
The foregoing instrument was acknowledged before me this 12th
day of July, 2002 by Stephen R. Roark as President of Black Hawk Gaming &
Development Company, Inc., a Colorado corporation, the Manager of Black
Hawk/Jacobs Entertainment LLC, a Colorado limited liability company.
Witness my hand and official seal.
My commission expires: 1/11/2005
/s/ Vicki L. Jaynes
__________[SEAL] ----------------------------------
Notary Public