EXHIBIT 4.49(d)


 


SUBSIDIARY GUARANTEE


 


The Subsidiary
Guarantor listed below (hereinafter referred to as the “Subsidiary Guarantor,”
which term includes any successors or assigns under the Indenture and any
additional Subsidiary Guarantors), has irrevocably and unconditionally
guaranteed 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 this Indenture are expressly set
forth in Article 12 of the Indenture and reference is hereby made to the
Indenture 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
December 21, 2005


 


 


	
   

  	
  JACOBS PIÑON
  PLAZA

  
	
   

  	
  ENTERTAINMENT,
  INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jeffrey
  P. Jacobs

  	
   

  
	
   

  	
   

  	
  Jeffrey P.
  Jacobs, Chief Executive

  
	
   

  	
   

  	
  Officer and President