EXHIBIT 4.54(A)


 


SEVENTH
SUPPLEMENTAL INDENTURE


 


THIS SEVENTH SUPPLEMENTAL
INDENTURE (this “Supplemental Indenture”), dated as of February 28, 2006 among
Jalou of Larose, LLC, a Louisiana limited liability company, Fuel Stop 36,
Inc., a Louisiana corporation (each, a “ New Guarantor”), Jacobs Entertainment,
Inc., a Delaware corporation (formerly known as Gameco, Inc.) (the “Company”),
the guarantors listed on the signature pages attached hereto (the “Guarantors”)
and Wells Fargo Bank, 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
amended, amended and restated, supplemented or otherwise modified 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;


 


WHEREAS Section 4.18 of the
Indenture provides that under certain circumstances the Company is required or
permitted to cause each 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 and sufficiency of which are hereby acknowledged, the New
Guarantors, the Company, the Guarantors 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.


 


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2.             Agreement to Guarantee. Each 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 12 of the Indenture and to be bound by all
other applicable provisions of the Indenture. 
From and after the date hereof, each 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, as previously amended,
amended and restated, supplemented or otherwise modified from time to time, shall remain in full force and effect. This
Supplemental Indenture shall form a part of the Indenture for all purposes, and
every Holder of any Note 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 OR THE NOTES.


 


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]


 


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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:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  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

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  THE TRUSTEE:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  WELLS FARGO BANK,

  
	
   

  	
   

  	
  NATIONAL ASSOCIATION

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Joseph P. O’Donnell

  
	
   

  	
   

  	
  Title:

  	
   Assistant Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  THE COMPANY:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  JACOBS ENTERTAINMENT, INC.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
      /s/ Jeffrey P. Jacobs

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Jeffrey P. Jacobs

  
	
   

  	
   

  	
  Title:

  	
   President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  BLACK HAWK GAMING & DEVELOPMENT

  
	
   

  	
   

  	
  COMPANY, INC.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Jeffrey P. Jacobs

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Jeffrey P. Jacobs

  
	
   

  	
   

  	
  Title:

  	
  Chief Executive Officer and Director

  
							



 


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  GOLD DUST WEST CASINO, INC.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
        /s/ Jeffrey P. Jacobs

  	
   

  	 

	
   

  	
   

  	
  Name:

  	
  Jeffrey P. Jacobs

  
	
   

  	
   

  	
  Title:

  	
  Chairman of the Board and President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  BLACK HAWK/JACOBS ENTERTAINMENT, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  Black Hawk Gaming & Development
  Company, Inc., its Authorized Manager

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  /s/ Stephen
  R. Roark

  	
   

  
	
   

  	
   

  	
   

  	
  Stephen R. Roark

  
	
   

  	
   

  	
   

  	
  President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  GILPIN HOTEL VENTURE

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  Gilpin Ventures, Inc., its Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
       /s/ Stephen R. Roark

  	
   

  	 

	
   

  	
   

  	
  Name:

  	
  Stephen R. Roark

  
	
   

  	
   

  	
  Title:

  	
  President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  Black Hawk Gaming & Development Company, Inc., its Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
       /s/ Stephen R. Roark

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Stephen R. Roark

  
	
   

  	
   

  	
  Title:

  	
  President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  GILPIN VENTURES, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
       /s/ Stephen R. Roark

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Stephen R. Roark

  
	
   

  	
   

  	
  Title:

  	
  President and Director

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  JALOU II INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
       /s/ Stephen R. Roark

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Stephen R. Roark

  
	
   

  	
   

  	
  Title:

  	
  President

  
													



 


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  WINNER’S CHOICE CASINO, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
         /s/ Ian M. Stewart

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Ian M. Stewart

  
	
   

  	
   

  	
  Title:

  	
  President and Director

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  DIVERSIFIED OPPORTUNITIES GROUP LTD.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
  Jacobs Entertainment, Inc., its Managing
  Manager

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
       /s/ Jeffrey P. Jacobs

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Jeffrey P. Jacobs

  
	
   

  	
   

  	
  Title:

  	
  President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  JALOU L.L.C.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
       /s/ Stephen R. Roark

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Stephen R. Roark

  
	
   

  	
   

  	
  Title:

  	
  President and Manager

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  HOUMA TRUCK PLAZA & 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

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  JACE, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
       /s/ Ian M. Stewart

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Ian M. Stewart

  
	
   

  	
   

  	
  Title:

  	
  President and Director

  
													



 


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  LUCKY MAGNOLIA TRUCK STOP AND 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

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  RACELAND TRUCK PLAZA AND CASINO, L.L.C.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
       /s/ Ian M. Stewart

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Ian M. Stewart

  
	
   

  	
   

  	
  Title:

  	
  President and Manager

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  JALOU BREAUX BRIDGE, LLC

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
       /s/ Ian M. Stewart

  	
   

  
	
   

  	
   

  	
   

  	
  Ian M. Stewart President and Manager

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  JALOU EUNICE, LLC

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
       /s/ Ian M. Stewart

  	
   

  
	
   

  	
   

  	
   

  	
  Ian M. Stewart, President and Manager

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  JALOU OF JEFFERSON, LLC

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
       /s/ Ian M. Stewart

  	
   

  
	
   

  	
   

  	
   

  	
  Ian M. Stewart, President and Manager

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  COLONIAL HOLDINGS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
        /s/ Ian M. Stewart

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Ian M. Stewart

  
	
   

  	
   

  	
  Title:

  	
  President

  
														



 


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  COLONIAL DOWNS, LP

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  STANSLEY RACING CORP., ITS GENERAL PARTNER

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
       /s/ Ian M. Stewart

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Ian M. Stewart

  
	
   

  	
   

  	
  Title:

  	
  President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  STANSLEY RACING CORP.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
       /s/ Ian M. Stewart

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Ian M. Stewart

  
	
   

  	
   

  	
  Title:

  	
  President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  COLONIAL DOWNS, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
       /s/ Ian M. Stewart

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Ian M. Stewart

  
	
   

  	
   

  	
  Title:

  	
  Manager

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  JRJ PROPERTIES, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
       /s/ Ian M. Stewart

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Ian M. Stewart

  
	
   

  	
   

  	
  Title:

  	
  President and Manager

  
	
   

  	
   

  	
   

  	
   

  
												



 


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