Exhibit 4.54(D)


 


SUBSIDIARY GUARANTEE


 


The undersigned entity
(hereinafter referred to as the “Subsidiary Guarantor,” which term includes any
successors or assigns of the same), does herewith irrevocably and
unconditionally guarantee the Guarantee Obligations, which include that: (a)
the principal of, and premium and interest and Additional Interest, if any, on
the 11 7/8% Senior Secured Notes due 2009 (the “Notes”) of Gameco, Inc.
(renamed Jacobs Entertainment, Inc., the “Company”), shall be duly and punctually
paid in full when due, whether at maturity, by acceleration or otherwise, and
interest on overdue principal, and premium, if any, and (to the extent
permitted by law) interest on any interest, if any, on the Notes and all other
Obligations of the Company to the Holders or the Trustee hereunder or under the
Notes or under the Collateral Documents (including fees, expenses or other)
shall be promptly paid in full or performed, all in accordance with the terms
hereof and thereof; and (b) in case of any extension of time of payment or
renewal of any Notes or any of such other Obligations, the same shall be
promptly paid in full when due or performed in accordance with the terms of the
extension or renewal, whether at stated maturity, by acceleration or otherwise.


 


The Obligations of the
Subsidiary Guarantor to the Holders and to the Trustee pursuant to this
Subsidiary Guarantee and the Indenture are expressly set forth in Article 12 of
the Indenture and reference is hereby made to such Indenture, as amended,
amended and restated, supplemented or otherwise modified from time to time, for the precise terms of this Subsidiary
Guarantee. The Obligations are secured by a pledge of the Collateral pursuant
to Articles 10 and 11 of the Indenture and the Collateral Documents.


 


No stockholder, officer,
director or incorporator, as such, past, present or future of the Subsidiary
Guarantor shall have any liability under this Subsidiary Guarantee by reason of
his or its status as such stockholder, officer, director or incorporator.


 


Except as set forth in the
Indenture, this is a continuing Guarantee and shall remain in full force and
effect and shall be binding upon the Subsidiary Guarantor and its successors
and assigns until full and final payment of all of the Company’s Obligations
under the Notes and the Indenture and shall inure to the benefit of the
successors and assigns of the Trustee and the Holders, and, in the event of any
transfer or assignment of rights by any Holder or the Trustee, the rights and
privileges herein conferred upon that party shall automatically extend to and
be vested in such transferee or assignee, all subject to the terms and
conditions hereof. This is a Guarantee of payment and not of collectibility.


 


The Obligations of the
Subsidiary Guarantor under this Subsidiary Guarantee shall be limited to the
extent necessary to insure that it does not constitute a fraudulent conveyance
under applicable law.


 


THE TERMS OF ARTICLE 12 OF
THE INDENTURE ARE INCORPORATED HEREIN BY REFERENCE. Capitalized terms used
herein have the same meanings given in the Indenture unless otherwise
indicated.


 


Dated as of February 28,
2006.


 


	
   

  	
  JALOU OF LAROSE, LLC, a
  Louisiana

  
	
   

  	
  limited liability company

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Stan W. Guidroz

  	
   

  
	
   

  	
   

  	
  Stan W. Guidroz

  
	
   

  	
   

  	
  President and Manager