EX-4.3 34 dex43.txt SUPPLEMENTAL INDENTURE DATED 2/22/2002 Exhibit 4.3 SUPPLEMENTAL INDENTURE ---------------------- SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"), dated as of ---------------------- February 22, 2002 among the guarantors listed on the signature pages attached hereto (each, New Guarantor " "), a subsidiary of Gameco, Inc. (or its ------------------- successor), a Delaware corporation (the Company"), and Wells Fargo Bank ----------- Minnesota, National Association, as " trustee under the Indenture referred to below (the Trustee"). " ----------- W I T N E S S E T H : - - - - - - - - - - WHEREAS the Company has heretofore executed and delivered to the Trustee an Indenture (as such may be amended from time to time, the Indenture"), ------------- dated as of February 8, 2002, providing for the issuance of its 11 7/8% " Senior Secured Notes due 2009 (the "Notes"); --------- 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 ----------- 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 ---------------------- 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 --------------------------------------------------------- Indenture. Except as expressly amended hereby, the Indenture is in all respects --------- 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 ------------- 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 ------------------------------- 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 --------------------- 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 -------- 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 ------------------------ Name: Stephen R. Roark Title: President GOLD DUST WEST CASINO, INC. By: /s/ Stephen R. Roark ------------------------ Name: Stephen R. Roark Title: Vice President and Secretary GILPIN VENTURES, INC. By: /s/ Stephen R. Roark ------------------------ 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 ---------------------------------- Name: Jeffrey P. Jacobs Title: JALOU L.L.C. By: /s/ Ian M. Stewart ---------------------------------- Name: Ian M. Stewart Title: President and Manager HOUMA TRUCK PLAZA & CASINO, L.L.C. By: /s/ Ian M. Stewart ---------------------------------- Name: Ian M. Stewart Title: President and Manager BAYOU VISTA TRUCK PLAZA AND CASINO, L.L.C. By: /s/ Ian M. Stewart ---------------------------------- Name: Ian M. Stewart Title: President and Manager LUCKY MAGNOLIA TRUCK STOP AND CASINO L.L.C. By: /s/ Ian M. Stewart ---------------------------------- Name: Ian M. Stewart Title: President and Manager JALOU-CASH'S L.L.C. By: /s/ Ian M. Stewart ---------------------------------- Name: Ian M. Stewart Title: President and Manager RACELAND TRUCK PLAZA AND CASINO, L.L.C. By: /s/ Ian M. Stewart ---------------------------------- Name: Ian M. Stewart Title: President and Manager JALOU II INC. By: /s/ Ian M. Stewart ---------------------------------- Name: Ian M. Stewart Title: President WINNER'S CHOICE CASINO, INC. By: /s/ Ian M. Stewart ---------------------------------- Name: Ian M. Stewart Title: President JACE, INC. By: /s/ Ian M. Stewart ---------------------------------- Name: Ian M. Stewart Title: President THE COMPANY: GAMECO, INC. By: /s/ Jeffrey P. Jacobs ---------------------------------- Name: Jeffrey P. Jacobs Title: President THE TRUSTEE: WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION By: /s/ Robert L. Reynolds ------------------------ Name: Robert L. Reynolds Title: Vice President