<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washingon, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) June 10, 1996
BLACK HAWK GAMING & DEVELOPMENT COMPANY, INC.
---------------------------------------------
(Exact name of registrant as specified in its charter)
Colorado 33-57342 84-1158484
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(State or other juris- (Commission File Number) I.R.S. Employer
diction of incorporation) Identification No.)
2060 Broadway, Suite 400
Boulder, Colorado 80302
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (303) 444-0240
--------------
No Change
(Former name or former address, if changed since last report)
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Item 5. Other Events
At a meeting of the Board of the Directors of the Registrant held
on May 28, 1996 it was unanimously approved that the Company sign
a Letter of Intent with Jacobs Entertainment, Inc. for a minimum
investment of $7 million and up to a maxiumum investment of $14
million in the Registrant's common stock and provide an expansion
loan package of up to $20 million. The letter of intent is subject
to execution of a definitive agreement on or before July 19, 1996.
A copy of the letter of intent is attached and incorporated herein.
Item 7. Financial Statements and Exhibits
(a). Financial Statements None
<TABLE>
<CAPTION>
Description Exhibit Number Description
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<S> <C> <C>
Exhibits filed herewith 99.10A Letter of Intent
Dated May 29, 1996
</TABLE>
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
BLACK HAWK GAMING &
DEVELOPMENT COMPANY, INC.
By /s/Stephen R. Roark
--------------------------------------
President and Chief Financial Officer
Date: June 10, 1996
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EXHIBIT INDEX
Exhibit
Number Exhibit Description Page
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99.10.A Letter of Intent dated
May 29, 1996
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[LETTERHEAD]
ROBERT U. FEIN
May 29, 1996
BY FAX AND FEDEX
Mr. Stephen Roark
Black Hawk Gaming & Development Company, Inc.
2060 Broadway, Suite 400
Boulder, Colorado 80302
RE: REVISED LETTER OF INTENT
Dear Steve:
Enclosed is a clean copy of the Letter of Intent revised to reflect
our discussion earlier.
Please fax a signed signature page to both Jeff and me for our files.
In addition, once you have signed the hard copy of the original, you return
that to me and I will obtain Jeff's signature.
Should you have any questions regarding the enclosed, please feel free
to contact me.
Very truly yours,
/s/ ROBERT U. FEIN
Robert U. Fein
mcc
Enclosure
cc: Mr. Jeffrey P. Jacobs (by messenger w/enclosure)
Mr. Sam Wing (by fax w/enclosure)
Stephen P. Owendoff, Esq. (w/enclosure)
<PAGE> 2
NON-BINDING
LETTER OF INTENT
This non-binding letter of intent is made and entered into as of the
29th of May, 1996 by and between Black Hawk Gaming & Development Company,
Inc., a Colorado corporation ("Black Hawk"), and Jacobs Entertainment, Ltd.,
an Ohio limited liability company, or its nominee as described in Paragraph 15
("Jacobs Ent").
NOW THEREFORE, the parties desire to confirm the various discussions
they have had relative to the proposed purchase by Jacobs Ent of Common Stock
of Black Hawk, as follows:
1. Non-Binding. This document is only a list of proposed points
that may or may not become part of an eventual agreement between the parties.
It is not based on any present agreement between the parties. It is not
intended to impose any obligation whatsoever on either party except (i) for an
obligation to bargain in good faith and at arms length, (ii) for an obligation
of the parties to utilize their best efforts in the negotiation and preparation
of the definitive agreements contemplated by Paragraph 13 such that the same
shall be executed not later than July 19, 1996, and (iii) for the obligations
described in Paragraphs 17, 18, 19 and 20 below. The parties do not intend to
be bound by any agreement until both agree to and sign a formal written
agreement, and neither may reasonably rely on any promises inconsistent with
this Paragraph 1. This Paragraph 1 supersedes all other conflicting language
contained in this non-binding letter of intent.
2. Purchase of Shares of Black Hawk by Jacobs Ent.
(a) Initial Sale. Subject to the conditions to Closing (defined
below), Black Hawk shall sell and Jacobs Ent shall purchase 762,000 shares of
Black Hawk's $0.001 par value Common Stock at a price of $5.25 per share for a
total consideration of $4,000,500. Of this consideration, $2,000,250 shall be
paid at Closing and $2,000,250 shall be subject to an irrevocable stock
purchase agreement on terms and collateralized satisfactory to the parties (the
"Irrevocable Stock Purchase Agreement") and shall be payable on or before March
15, 1997. The parties anticipate executing the Irrevocable Stock Purchase
Agreement at Closing.
(b) Subsequent Sales. It is contemplated that pursuant to the
Irrevocable Stock Purchase Agreement Jacobs Ent will irrevocably commit to
purchase up to the following number of shares of Black Hawk's $0.001 par value
Common Stock on or before the dates set forth:
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<TABLE>
<CAPTION>
Number of Price Total Purchase Closing
Shares Per Share Purchase Price Date
------ --------- -------------- ----
<S> <C> <C> <C>
635,048 $5.25 $3,334,002* July 31, 1996
635,048 $5.25 $3,334,002* March 31, 1997
634,666 $5.25 $3,331,996* February 1, 1998
</TABLE>
The obligations of Jacobs Ent pursuant to this Paragraph 2(b)
and otherwise shall apply only in the event the parties enter into the
definitive agreement and the Irrevocable Stock Purchase Agreement and all other
conditions to Closing have been satisfied.
(c) Guarantee. Jacobs Ent's performance of the
Irrevocable Stock Purchase Agreement shall be guaranteed, personally and
individually, by Jeffrey P. Jacobs in a form satisfactory to the parties.
3. Board of Directors; Officers.
(a) Upon Closing, Black Hawk's Board will consist of
eight persons, four of whom will be nominees of Black Hawk and four of whom
will be nominees of Jacobs Ent. This arrangement shall remain in effect until
March 31, 1997.
(b) Within 90 days from the date of execution of the
definitive agreement contemplated in Paragraph 13 below, a resolution will be
advanced to create staggered terms for Board members in accordance with Section
7-108-106 of the Colorado Business Corporation Act and nominees of both Black
Hawk and Jacobs Ent as set forth in (a) above will be nominated for one, two,
and three year terms to be allocated as equitably as possible as between the
two nominee groups (i.e., the two group's nominees will "mirror" each other).
(c) On March 31, 1997, assuming the first and second
payments contemplated in Paragraph 2(b) above have been made in full, Jacobs
Ent will have the right to nominate one additional member to fill a vacancy for
a ninth Board member which vacancy shall be deemed to exist immediately upon
such date.
(d) At Closing, Jeffrey P. Jacobs shall be elected Chief
Executive Officer and shall act with Robert D. Greenlee, as Co-Chairmen of the
Board of Directors of Black Hawk.
__________________
* The amounts set forth above are maximum amounts and are to be determined
immediately prior to execution of the definitive agreement contemplated in
Paragraph 13; provided, however, the definitive agreement shall provide
that at least 571,428 of such shares shall he purchased by Jacobs Ent.
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4. Joint Venture.
(a) At Closing, Jacobs Ent will assign to Black Hawk 25%
of 100% of that certain joint venture (the "Joint Venture") which has
heretofore been formed by Black Hawk and Jacobs Ent pursuant to a certain joint
venture agreement dated December 15, 1994 by and between Black Hawk and Jacobs
Investments, Inc., as amended (the "Original Joint Venture Agreement").
Thereafter, Black Hawk shall be a 75% Joint Venture participant and Jacobs Ent
shall be a 25% Joint Venture participant.
(b) It is further contemplated that approximately
$16,000,000 of equity will be required to fund the Joint Venture and that Black
Hawk's $12,000,000 share thereof will consist of $4,000,500 received from the
transaction contemplated in Paragraph 2(a) above, and $8,000,000 of additional
cash and land and development costs; provided further that cash and land and
development costs incurred by Black Hawk shall be applied toward its 75%
interest in the Joint Venture. Jacobs Ent's share will consist of $2,500,000
cash to be contributed and land and development costs valued at $1,500,000;
provided further that cash and land and development costs incurred by Jacobs
Ent shall he applied toward its 25% interest in the Joint Venture.
(c) The Original Joint Venture Agreement shall be amended
as of the Closing to provide that if the Joint Venture loses any operator,
retail gaming or other gaming license granted by the Division or the Commission
which is material to the operation of its business, or if after having
diligently pursued such licensing efforts, operator and retail gaming licenses
for the Joint Venture are not granted on or before December 31, 1997, and such
loss or failure to obtain such licenses is not caused due to the fault of
Jacobs Ent or Jeffrey P. Jacobs or its or his affiliates other than Black Hawk,
then, subject to any required approval of the Division or the Commission,
Jacobs Ent shall have the following rights:
(i) to have the $4,000,500 received from the
transaction contemplated in Paragraph 2(a) above applied to increase Jacobs
Ent's Joint Venture participation to fifty percent (50%); and
(ii) to exercise a right of first refusal to
purchase Black Hawk's interest in the Joint Venture, with an amount equal to the
consideration paid for the shares of Common Stock under Paragraph 2(b) above
to be applied against such purchase price, with any unapplied amount to be
payable over a period not to exceed 12 months and upon such other terms and
conditions as agreed to by the parties in the amendment; such terms to include
the grant to Jacobs Ent, to the extent not currently prohibited by any
agreements to which Black Hawk is a party or as is prohibited by any regulatory
authority or any applicable gaming laws, of a lien in the assets of Black Hawk
and\or the Joint Venture in a manner satisfactory to Jacobs Ent.
(d) The Original Joint Venture Agreement shall further be
amended as of the Closing to provide that if the Joint Venture loses any
operator, retail gaming or other
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gaming license granted by the Division or the Commission which is material to
the operation of its business, or after having diligently pursued such
licensing efforts, operator and retail gaming licenses for the Joint Venture
are not granted on or before December 31, 1997, and such loss or failure to
obtain such licenses is caused due to the fault of Jacobs Ent. or Jeffrey P.
Jacobs or its or his affiliates other than Black Hawk, then, subject to any
required approval of the Division or the Commission, Black Hawk shall have the
right to exercise a right of first refusal to purchase Jacobs Ent's interest in
the Joint Venture, upon such terms and conditions as agreed to by the parties
in the amendment.
(e) Subject to any required approval of the Division or
the Commission, for a period of 2 years following the Closing, Jacobs Ent may,
in its sole and absolute discretion, make available up to $20,000,000 in loans
to Black Hawk to be used by Black Hawk for development and acquisition
activities.
5. Master Joint Venture Agreement.
(a) The parties also intend to enter into a 20 year
master joint venture agreement (the "Master Joint Venture Agreement") (which
may be extended for an additional 20 years upon the parties mutual consent) at
Closing. It is intended that the Master Joint Venture Agreement minimize
potential conflicts of interest between the parties with respect to joint
ventures contemplated to be formed to pursue various gaming opportunities.
Pursuant to the Master Joint Venture Agreement, any gaming opportunity now, or
in the future, owned or controlled by Jacobs Ent will be offered to a joint
venture in which Black Hawk shall have the election to own up to fifty-one
percent (51%) therein; provided however Jacobs Ent's present interest in the
Virginia Racing Track and associated satellite wagering facilities are to be
excepted therefrom. Likewise, any gaming opportunity now, or in the future,
owned or controlled by Black Hawk shall be offered to a joint venture in which
Jacobs shall have the right to obtain an ownership interest of up to forty-nine
percent (49%) therein. For purposes hereof, a gaming opportunity shall mean any
right to invest in or participate in any venture, investment, enterprise,
entity or other business opportunity involved in or associated with, the legal
gaming industry.
(b) The Master Joint Venture Agreement referred to above
shall provide among other things for a co-management fee payable to Jacobs Ent
and calculated as a percentage of each individual venture's gaming revenues
less gaming taxes (the "fee"). The fee shall be 1% if Jacobs Ent's ownership of
a particular venture is between 25 and 49%; the fee shall be 3/4 of 1% if
Jacobs Ent's ownership is between 15 and 24%; and the fee shall be 1/2 of 1% if
Jacobs Ent's ownership is between 1 and 14%. The co-management fee for the Joint
Venture will, however, remain as previously negotiated in the Original Joint
Venture Agreement.
(c) The terms of such Master Joint Venture Agreement
shall be structured such that the financial results of any particular joint
venture can be consolidated with the financial results of Black Hawk in
accordance with generally accepted accounting principles.
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(d) Provision shall be made to provide for distributions
from each joint venture, based on the discretion of the Board of Directors of
Black Hawk, after giving due regard to the need for reserves for operating and
capital improvements of such joint venture, if any.
6. Use of Proceeds.
(a) The parties shall prepare a schedule allocating the
proceeds to be received from Jacobs Ent's initial investment described in
Paragraph 2 above to provide assurance to Jacobs Ent that the proceeds will be
used to fund Black Hawk's participation in the Joint Venture referred to in
Paragraph 4, above.
(b) To such end it shall be a condition to Closing that
Jacobs Ent shall have received an irrevocable undertaking from the Board of
Directors of Black Hawk and its Chief Financial Officer that the written
authorization of Jacobs Ent is required prior to the expenditure of, or
commitment to expend, the aggregate of up to $10,000,000 of funds to be
contributed to Black Hawk pursuant to the Irrevocable Stock Purchase Agreement
referred to in Paragraph 2 above; provided however, that such funds shall be
kept in segregated accounts pending their utilization.
7. Compensation Plans.
(a) As a further condition to Closing, Black Hawk's
current stock option program will be expanded in a manner satisfactory to the
parties to cover an additional 300,000 shares of Common Stock to accommodate
certain grants of options which are presently contemplated to be made as
follows: 180,000 shares to Jacobs Ent's employees (including Jeffrey P. Jacobs)
as determined by Jacobs Ent and 120,000 shares to Black Hawk's officers and
employees to be determined by the Board of Black Hawk.
(b) The exercise price of such options shall be
determined in accordance with Section 422 of the Internal Revenue Code of 1986
(the "Code") recognizing that options issued to substantial shareholders must he
at 110% of fair market value and have exercise terms no greater than five (5)
years and that options issued to other persons shall be at 100% of fair
market value with exercise terms of no longer than ten (10) years. Moreover, a
vesting schedule shall be developed to set forth the vesting period of such
options; provided however no vesting shall occur during the first three years
after date of grant.
(c) It is the intention of the parties, and such
intention will be manifested in resolutions of Black Hawk's Board of Directors
that the options described in Paragraph 7(a) above may be deemed to have been
granted concurrently herewith at a fair market value of $5.25 per share,
provided the same complies with Section 422 of the Code.
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(d) The parties agree that the options described in
subparagraph (a) above may either be qualified or nonqualified options
depending on the relationship of the grantee with Black Hawk.
(e) Options held by certain officers and directors of
Black Hawk shall be modified to provide for exercise prices of $5.25 per share,
such date of modification shall be deemed to be the date hereof.
8. Poison Pill Provision, Right of First Refusal.
(a) Legal advice shall be sought from counsel to Black
Hawk and Jacobs Ent to adopt an appropriate "poison pill" provision to protect
Black Hawk and its shareholders from unwarranted and unwanted takeover attempts
by unrelated third parties. The Board of Directors shall submit such "poison
pill" plan to the shareholders of Black Hawk, if necessary, at the next
regularly scheduled Annual Meeting of Shareholders.
(b) The definitive agreement shall contain a right of
first refusal between and among Jeffrey P. Jacobs and Robert D. Greenlee and
Frank B. Day with respect to the shares of Common Stock owned or subscribed by
each of them or their controlled entities. If two of the three foregoing
persons exercise their right of first refusal as to the third person's shares,
in whole or in part, the number of shares each shall have the right to purchase
shall be based on the ratio that each person's shareholdings bears to the total
shareholdings of both persons.
9. Additional Investment.
The Board of Directors of Black Hawk shall offer Robert D.
Greenlee, Frank B. Day and certain employees of Black Hawk the right and option
to, at Closing, purchase up to in the aggregate $1,250,000 of Black Hawk's
$0.001 par value Common Stock at the same price set forth in Paragraph 2 above
as such represents the purchase price to be paid by Jacobs Ent at Closing,
provided however the amount of such purchases may not exceed an amount equal to
25% of the total amounts purchased by Jacobs Ent under such Paragraph 2(b)
above. Messrs. Greenlee and Day shall have the right to enter into irrevocable
stock purchase agreements with the same payment dates as is set forth
in Paragraph 2(b) above.
10. Key Employees
Jacobs Ent and Black Hawk acknowledge that the continued
availability of the services of Stephen R. Roark and Stanley Politano are in
the best interest of Black Hawk. Therefore, the parties agree that at Closing
employment agreements in form satisfactory to Jacobs Ent will be entered into
between Black Hawk and each of Messrs. Roark and Politano, respectively, and
that such agreements will be approved or ratified by the expanded Board of
Directors as such is described in Paragraph 3 above.
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11. Governmental Regulation.
(a) The parties hereto acknowledge that the business of
Black Hawk and the proposed business of the Joint Venture is subject to
stringent government regulation including supervision by the Colorado Division
of Gaming (the "Division") and the Colorado Limited Gaming Control Commission
(the "Commission").
(b) The parties also acknowledge that the Gilpin Hotel
Casino ("Casino") of which Black Hawk is the general manager and a joint
venture participant has been made aware that the Division is conducting an
investigation into certain check cashing and bad check collection practices of
the Casino or certain of its personnel and agents since the date of its
opening. No proceedings have been initiated against the Casino in any judicial
or administrative forum, although financial penalties and/or license suspension
or revocation could result if charges, such as illegally extending credit by
the Casino, are established.
(c) The parties also acknowledge that Jacobs Ent and/or
Jeffrey P. Jacobs are presently seeking appropriate gaming licenses from the
Division, and that no assurance can be given that such licenses will be issued
or when such licenses may be issued.
(d) Therefore, if any license, registration, application
or other form of required governmental filing, for the Casino, the Joint
Venture or otherwise, is denied, reserved, revoked, or suspended for any
reason, including, but not limited to the participation of a person
unacceptable or unsuitable to a governmental authority, the affected party
hereto (either Black Hawk, Jacobs Ent or Jeffrey P. Jacobs) shall take all
measures necessary to remedy or correct the deficiency. In the case where a
governmental authority denies or reserves approval for gaming operations or
other business operations of a party hereto because of the participation of an
unacceptable or unsuitable person, that party shall forthwith expel such
person(s) and substitute a person(s) acceptable to the governmental authority,
or otherwise take measures to remedy or correct the deficiency.
(e) If either Jeffrey P. Jacobs or Jacobs Ent, or his or
its affiliates other than Black Hawk, is found not suitable or acceptable for
licensing or for participation in gaming by the Division or the Commission,
then Black Hawk shall, subject to any required approval of the Division or the
Commission, redeem the shares of Common Stock previously purchased by Jacobs
Ent at a price equal to the consideration paid for such shares and payable over
a period not to exceed 12 months and upon such other terms and conditions as
agreed to by the parties in the definitive agreement, or as may be required
pursuant to Colorado Gaming Rule 4.5.
(f) If Black Hawk or the Casino loses any operator,
retail gaming or other gaming license granted by the Division or Commission
which is material to the operation of its business and such loss is not caused
due to the fault of Jacobs Ent or Jeffrey P. Jacobs, or its or his affiliates
other than Black Hawk, then, subject to any required approval of the Division
or Commission, Jacobs Ent shall be entitled to have the shares of Common
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Stock previously purchased by Jacobs Ent redeemed at a price equal to the
consideration paid for such shares and payable over a period not to exceed 12
months and upon such other terms and conditions as agreed to by the parties
in the definitive agreement, or as may be required pursuant to Colorado Gaming
Rule 4.5; such terms to include the grant to Jacobs Ent, to the extent not
currently prohibited by any agreement to which Black Hawk is a party or as is
prohibited by any regulatory authority or any applicable gaming laws, of a lien
in the assets of such parties in a manner satisfactory to Jacobs Ent.
12. Miscellaneous.
(a) Mission Statement. The parties shall prior to Closing
develop a mission statement for Black Hawk as expanded by the involvement of
Jacobs Ent and Jeffrey P. Jacobs to address the Black Hawk's long-term strategy
and shall particularly include reference to ongoing and potential gaming
opportunities in Colorado, or other areas of the United States and in
international markets.
(b) Board Ratification. At Closing, the present Board of
Directors of Black Hawk will deliver a certified copy of a resolution pursuant
to which it ratifies that certain provision in the Original Joint Venture
Agreement under which Jacobs Ent is entitled to a $600,000 development fee to
be paid with proceeds from project funding.
(c) Jeffrey P. Jacobs Compensation. Commencing at
Closing, Jeffrey P. Jacobs shall begin receiving a base salary ratably on a
monthly basis and a bonus salary as follows:
(i) $150,000 per year as a base salary; plus
(ii) 2.5% of Black Hawk's pre-tax net income above
$2,880,000 in each fiscal year determined
in accordance with generally accepted accounting
principles determined for each calendar year on or
before March 31 of the succeeding year.
(d) The definitive agreement referred to below in
Paragraph 13(iv) shall contain customary and standard "piggyback" and demand
registration rights with respect to the shares to be purchased by Jacobs Ent
hereunder and with respect to restricted or controlling shares now owned or
acquired hereunder pursuant to Paragraph 9 above by current officers and
directors of Black Hawk.
13. Conditions to Closing.
The closing (the "Closing") of the transactions described in
this non-binding letter of intent shall be subject to the following conditions:
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(i) Completion of on-going due diligence activities which
do not disclose material variances from information
heretofore provided by Black Hawk and Jacobs Ent.
(ii) Obtaining requisite approvals from any governmental
or regulatory authority if required.
(iii) The approval of the Boards of Directors and/or
managers of both parties.
(iv) The execution and delivery of a definitive agreement
containing customary and standard representations and
warranties of both parties; execution and delivery of
the Irrevocable Stock Purchase Agreements and
Personal Guaranty and an agreement in principle
regarding the Master Joint Venture Agreement.
(v) The execution and delivery of the amendments to the
Original Joint Venture Agreement described in
Paragraphs 4(c) and 4(d).
The parties agree that if the condition described in Paragraph 13(iv)
is not satisfied on or before July 19, 1996, either party may forthwith
terminate this non-binding letter of intent by notice to the other.
14. Construction.
This non-binding letter of intent shall be construed in accordance
with the laws of the State of Colorado.
15. Assignability.
Jacobs Ent may assign this letter and its rights and
obligations hereunder to a corporation, limited liability company, partnership,
trust or other entity which is under common control with or controlled, through
equity ownership and/or voting or management rights, by Jacobs Ent or Jeffrey
P. Jacobs; it being acknowledged that an entity managed either by Jacobs Ent or
Jeffrey P. Jacobs constitutes common control.
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16. Notices.
If to Black Hawk:
Stephen R. Roark, President
Black Hawk Gaming & Development
Company, Inc.
2060 Broadway, Suite 400
Boulder, Colorado 80302
If to Jacobs Ent:
Jacobs P. Jacobs, President
Jacobs Entertainment, Ltd.
1231 Main Avenue
Cleveland, Ohio 44113
17. Due Diligence and Confidentiality. Commencing with the date
hereof, Jacobs Ent, Jeffrey P. Jacobs and/or its agents shall be permitted to
make an investigation of Black Hawk and to have full access to all information
related thereto, provided that such information shall be and remain
confidential until the Closing, and further, that if the Closing does not
occur, such parties shall return to Black Hawk all documents theretofore
furnished by Black Hawk. Jacobs Ent and Jacobs agree that neither of them nor
their managers, members, employees or agents shall divulge any confidential or
proprietary information regarding Black Hawk, except to the extent (a) required
by law, (b) otherwise available from third parties, or (c) previously known to
Jacobs Ent, Jacobs and/or their agents from sources other than Black Hawk.
18. Confidentiality-Black Hawk. Black Hawk agrees that neither it
nor its directors, shareholders, employees or agents shall divulge any
confidential or proprietary information regarding Jacobs Ent or Jeffrey P.
Jacobs, except to the extent (a) required by law, (b) otherwise available from
third parties, or (c) previously known to Black Hawk and/or its agents from
sources other than Jacobs Ent or Jeffrey P. Jacobs.
19. Expenses. Each party will pay its own expenses incidental to
negotiations, preparation of agreements and the Closing, whether or not the
transaction is finally consummated.
20. Brokerage. Each party represents and warrants to the other
that no person or persons assisted in or brought about the negotiations of
the transaction contemplated by this non-binding letter of intent in the
capacity of broker, agent, finder or originator on
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behalf of it. Each party agrees to indemnify and hold harmless the other from
any claim asserted against such other party for a brokerage or agent's or
finder's or originator's commission or compensation in respect of such
transaction.
Confirming the provisions of Paragraph 1, except with respect to
Paragraphs 17, 18, 19 and 20 which shall survive any termination of this
letter, this letter is not intended to be binding. The parties' execution
hereof is intended only to set forth the general principles pursuant to which
the parties intend to negotiate a definitive agreement and other agreements
contemplated by Paragraph 13, but does not constitute an agreement to
consummate the transactions described herein. Such agreement will be contained
only in such agreements. This letter is an expression of the parties' mutual
intent to proceed with the negotiating and drafting of a definitive agreement
in accordance with the principles stated herein.
IN WITNESS WHEREOF, the undersigned hereby execute and deliver this
non-binding letter of intent as of the date first set forth above.
BLACK HAWK GAMING & DEVELOPMENT
COMPANY, INC.
By: /s/ ROBERT D. GREENLEE
---------------------------------------------------
Robert D. Greenlee, Chairman
JACOBS ENTERTAINMENT, LTD.
By:/s/ JEFFREY P. JACOBS
---------------------------------------------------
Jeffrey P. Jacobs, President
For purposes of Paragraph 2(c) above only, the
signatory below joins in this non-binding letter
of intent;
/s/ JEFFREY P. JACOBS,
------------------------------------------------------
JEFFREY P. JACOBS, INDIVIDUALLY
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