EXHIBIT 4.54(C)


 


JACOBS ENTERTAINMENT, INC


240 Main Street 

Black Hawk, Colorado 80422


 


February 28, 2006


 


Wells Fargo Bank,
National Association


Corporate Trust Services


213 Court Street - Suite
703


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. (renamed
Jacobs Entertainment, 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, 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, JALOU OF
LAROSE, LLC, a Louisiana limited liability company, and FUEL
STOP 36, INC., a Louisiana corporation (collectively, the “New
Pledgors” and each individually is a “New Pledgor”), pursuant to Section
3.5 of the Security Agreement. Each of the New Pledgors, jointly and severally,
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. Each New Pledgor, individually,
hereby makes each of the representations and warranties and agrees to each of
the covenants applicable to the Pledgors contained in the Security Agreement.


 


Each New Pledgor, individually, represents, warrants
and agrees that in connection with its obligations under Section 3.4(b) of the
Security Agreement, with respect to each Deposit Account described on Schedule
3.4(b) annexed hereto, each New Pledgor shall, within thirty (30) days after
the date hereof, either (1) enter into a control agreement with the applicable
depositary which form shall be in form and substance reasonably acceptable to
the Trustee and shall perfect the Trustee’s security interest in such Deposit Account
by control or (2) close such Deposit Account.


 

















 


Attached hereto are supplements to each of the
schedules to the Security Agreement with respect to the New Pledgors. 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 LAWS OF THE STATE OF NEW YORK.


 


IN WITNESS WHEREOF, each New Pledgor has caused this
letter agreement to be executed and delivered by its duly authorized officer as
of the date first above written.


 


	
   

  	
  JALOU
  OF LAROSE, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
      /s/
  Stan W. Guidroz

  
	
   

  	
    Name:

  	
  Stan
  W. Guidroz

  
	
   

  	
   
  Title:

  	
  President
  and Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  FUEL
  STOP 36, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
      /s/
  Stan W. Guidroz

  
	
   

  	
   
  Name:

  	
  Stan
  W. Guidroz

  
	
   

  	
   
  Title:

  	
  President

  
	
   

  	
   

  
	
   

  	
   

  
	
  AGREED TO AND
  ACCEPTED:

  	
   

  
	
   

  	
   

  
	
  WELLS FARGO
  BANK, NATIONAL ASSOCIATION,

  	
   

  
	
  as Trustee

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Joseph P. O’Donnell

  	
   

  
	
   

  	
  Title:

  	
  Vice President

  	
   

  
							



 


2

















 


SCHEDULE 1.1(a)


 


Initial Pledged Interests


 


Pledgor: 
JALOU OF LAROSE, LLC


 


	
  ISSUER

  	
   

  	
  TYPE OF

  INTEREST

  	
   

  	
  CERTIFICATE

  NO(S).

  	
   

  	
  PERCENTAGE OF

  ALL ISSUED

  CAPITAL OR

  OTHER EQUITY

  INTERESTS OF

  ISSUER

  	
   

  
	
  Jalou
  of Larose, LLC

  	
   

  	
  Membership

  Interest

  Units

  	
   

  	
  1

  	
   

  	
  100

  	
  %

  



 

















 


SCHEDULE 1.1(b)


 


Initial Pledged Shares


 


Pledgor: 
FUEL STOP 36, INC.


 


	
  ISSUER

  	
   

  	
  TYPE OF

  INTEREST

  	
   

  	
  CERTIFICATE

  NO(S).

  	
   

  	
  PERCENTAGE OF

  ALL ISSUED

  CAPITAL OR

  OTHER EQUITY

  INTERESTS OF

  ISSUER

  	
   

  
	
  Fuel
  Stop 36, Inc.

  	
   

  	
  Common

  Stock

  	
   

  	
  5

  	
   

  	
  100

  	
  %

  



 


4

















 


SCHEDULE 1.1(c)


 


Initial Intercompany Notes and Supporting Obligations


 


Pledgor:  Jalou of Larose, LLC


 


	
  ISSUER

  	
   

  	
  PRINCIPAL

  AMOUNT

  	
   

  	
  DATE OF

  ISSUANCE

  	
   

  	
  INTEREST RATE

  	
   

  	
  MATURITY

  DATE

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  NONE

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


Pledgor:  Fuel Stop 36, Inc.


 


	
  ISSUER

  	
   

  	
  PRINCIPAL

  AMOUNT

  	
   

  	
  DATE OF

  ISSUANCE

  	
   

  	
  INTEREST RATE

  	
   

  	
  MATURITY

  DATE

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  NONE

  	
   

  	
   

  	
   

  	
   

  	
   

  



 

















 


SCHEDULE 1.1(d)


 


Prior Liens


 


Pledgor:  Jalou of Larose, LLC


 


	
  DEBTOR

  	
   

  	
  JURISDICTION(s)

  	
   

  	
  SECURED PARTY

  	
   

  	
  FILE

  NUMBER/DATE

  	
   

  	
  COLLATERAL

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


NONE – excepting only those permitted “Prior Liens” as
set forth in that certain mortgage, dated as of even date herewith, granted by
Jalou of Larose, LLC in favor of the Trustee.


 


Pledgor:  Fuel Stop 36, Inc.


 


	
  DEBTOR

  	
   

  	
  JURISDICTION(s)

  	
   

  	
  SECURED PARTY

  	
   

  	
  FILE

  NUMBER/DATE

  	
   

  	
  COLLATERAL

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


NONE – excepting only those permitted “Prior Liens” as
set forth in that certain mortgage, dated as of even date herewith, granted by
Fuel Stop 36, Inc. in favor of the Trustee.


 


6

















 


SCHEDULE 1.1(e)


 


Copyrights


 


Pledgor:  Jalou of Larose, LLC


 


	
  REGISTRATION/

  APPLICATION NO.

  	
   

  	
  REGISTRATION/

  APPLICATION

  DATE

  	
   

  	
  COPYRIGHTS

  	
   

  	
  COUNTRY

  	
   

  	
  DESCRIPTION

  	
   

  
	
  NONE

  



 


Pledgor:  Fuel Stop 36, Inc.


 


	
  REGISTRATION/

  APPLICATION NO.

  	
   

  	
  REGISTRATION/

  APPLICATION

  DATE

  	
   

  	
  COPYRIGHTS

  	
   

  	
  COUNTRY

  	
   

  	
  DESCRIPTION

  	
   

  
	
  NONE

  



 

















 


SCHEDULE 1.1(f)


 


Licenses


 


Pledgor:  Jalou of Larose, LLC


 


	
  NAME OF AGREEMENT

  	
   

  	
  PARTIES

  	
   

  	
  DATE OF AGREEMENT

  	
   

  
	
  NONE(1)

  



 


Pledgor:  Fuel Stop 36, Inc.


 


	
  NAME OF AGREEMENT

  	
   

  	
  PARTIES

  	
   

  	
  DATE OF AGREEMENT

  	
   

  	 

	
  NONE

  



 






(1)                                  Each
of the New Pledgor’s operations are dependent upon the issuance of various
licenses from the State and Parish in which they are located, including, but
not limited to, gaming licenses, liquor licenses, health permits, etc.


 

















 


SCHEDULE 1.1(g)


 


Patents


 


Pledgor:  Jalou of Larose, LLC


 


Registrations:


 


	
  REGISTRATION

  NUMBER

  	
   

  	
  REGISTRATION

  DATE

  	
   

  	
  COUNTRY

  	
   

  	
  DESCRIPTION

  	
   

  
	
  NONE

  



 


Applications:


 


	
  APPLICATIONS

  NUMBER

  	
   

  	
  APPLICATION

  DATE

  	
   

  	
  COUNTRY

  	
   

  	
  DESCRIPTION

  	
   

  
	
  NONE

  



 


Pledgor:  Fuel Stop 36, Inc.


 


Registrations:


 


	
  REGISTRATION

  NUMBER

  	
   

  	
  REGISTRATION

  DATE

  	
   

  	
  COUNTRY

  	
   

  	
  DESCRIPTION

  	
   

  
	
  NONE

  



 


Applications:


 


	
  APPLICATIONS

  NUMBER

  	
   

  	
  APPLICATION

  DATE

  	
   

  	
  COUNTRY

  	
   

  	
  DESCRIPTION

  	
   

  
	
  NONE

  



 

















 


SCHEDULE 1.1(h)


 


Trademarks


 


Pledgor:  Jalou of Larose, LLC


 


Registrations:


 


	
  REGISTRATION

  NUMBER

  	
   

  	
  REGISTRATION

  DATE

  	
   

  	
  COUNTRY

  	
   

  	
  DESCRIPTION

  	
   

  
	
  NONE

  



 


Applications:


 


	
  APPLICATION

  NUMBER

  	
   

  	
  APPLICATION

  DATE

  	
   

  	
  COUNTRY

  	
   

  	
  DESCRIPTION

  	
   

  
	
  NONE

  



 


Pledgor:  Fuel Stop 36, Inc.


 


Registrations:


 


	
  REGISTRATION

  NUMBER

  	
   

  	
  REGISTRATION

  DATE

  	
   

  	
  COUNTRY

  	
   

  	
  DESCRIPTION

  	
   

  
	
  NONE

  



 


Applications:


 


	
  APPLICATION

  NUMBER

  	
   

  	
  APPLICATION

  DATE

  	
   

  	
  COUNTRY

  	
   

  	
  DESCRIPTION

  	
   

  
	
  NONE

  



 


10

















 


SCHEDULE 3.4(a)


 


Instruments and Tangible Chattel
Paper


 


	
  Pledgor: Jalou of Larose, LLC:

  	
   

  	
  NONE

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Pledgor: Fuel Stop 36, Inc.:

  	
   

  	
  NONE

  	
   

  



 

















 


SCHEDULE 3.4(b)


 


Initial Deposit Accounts


 


Pledgor: 
Jalou of Larose, LLC


 


	
  Account Holder

  	
   

  	
  Bank

  	
   

  	
  Account

  Number

  	
   

  
	
  Jalou of Larose,
  LLC

  	
   

  	
  Hibernia
  National Bank

  	
   

  	
  2080895472

  	
   

  
	
  Jalou of Larose,
  LLC

  	
   

  	
  Hibernia
  National Bank

  	
   

  	
  2080895464

  	
   

  
	
  Jalou of Larose,
  LLC

  	
   

  	
  Hibernia
  National Bank

  	
   

  	
  8693400012

  	
   

  
	
  Jalou of Larose,
  LLC

  	
   

  	
  Hibernia
  National Bank

  	
   

  	
  2080895510

  	
   

  
	
  Jalou of Larose,
  LLC

  	
   

  	
  Hibernia
  National Bank

  	
   

  	
  8616200012

  	
   

  



 


Pledgor: Fuel Stop 36, Inc.


 


	
  Account Holder

  	
   

  	
  Bank

  	
   

  	
  Account

  Number

  	
   

  
	
  Fuel Stop 36,
  Inc.

  	
   

  	
  Hibernia
  National Bank

  	
   

  	
  2080895499

  	
   

  
	
  Fuel Stop 36,
  Inc.

  	
   

  	
  Hibernia
  National Bank

  	
   

  	
  0882311473

  	
   

  
	
  Fuel Stop 36,
  Inc.

  	
   

  	
  Hibernia
  National Bank

  	
   

  	
  8616200051

  	
   

  
	
  Fuel Stop 36,
  Inc.

  	
   

  	
  Hibernia
  National Bank

  	
   

  	
  8693400011

  	
   

  
	
  Fuel Stop 36,
  Inc.

  	
   

  	
  Hibernia
  National Bank

  	
   

  	
  8616200011

  	
   

  



 

















 


SCHEDULE 3.4(c)


 


Initial Securities Accounts and
Commodity Accounts


 


	
  Pledgor: Jalou of Larose, LLC:

  	
   

  	
  NONE

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Pledgor: Fuel Stop 36, Inc.:

  	
   

  	
  NONE

  	
   

  



 

















 


SCHEDULE 3.4(f)


 


Commercial Tort Claims


 


	
  Pledgor: Jalou of Larose, LLC:

  	
   

  	
  NONE

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Pledgor: Fuel Stop 36, Inc.

  	
   

  	
  NONE

  	
   

  



 


14

















 


SCHEDULE 4.13


 


Required Consents


 


	
  Pledgor:
  Jalou of Larose, LLC:

  	
   

  	
  NONE –
  except appropriate notification of the execution of this Agreement must be
  provided to the Louisiana State Police.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Pledgor:
  Fuel Stop 36, Inc.:

  	
   

  	
  NONE –
  except appropriate notification of the execution of this Agreement must be
  provided to the Louisiana State Police.

  	
   

  



 

















 


SCHEDULE 6.3


 


Violations or Proceedings


 


	
  Pledgor: Jalou of Larose, LLC:

  	
   

  	
  NONE

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Pledgor: Fuel Stop 36, Inc.:

  	
   

  	
  NONE