EXHIBIT 4.43(c)


 


SIXTH SUPPLEMENTAL INDENTURE


 


THIS
SIXTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of December 21,
2005 among Jacobs Piñon Plaza Entertainment, Inc., a Nevada corporation
(the “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 THAT:


 


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 the 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 Guarantor, 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.


 

















 


2.                                       Agreement to Guarantee. The 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,
the 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
  GUARANTOR:

  
	
   

  	
   

  
	
   

  	
  JACOBS PIÑON PLAZA

  
	
   

  	
  ENTERTAINMENT, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jeffrey P. Jacobs

  	
   

  
	
   

  	
  Name: Jeffrey P. Jacobs

  
	
   

  	
  Title: Chief Executive Officer and President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  THE
  TRUSTEE:

  
	
   

  	
   

  
	
   

  	
  WELLS FARGO BANK,

  
	
   

  	
  NATIONAL ASSOCIATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Joseph P. O’Donnell

  	
   

  
	
   

  	
  Name: 

  	
  Joseph P. O’Donnell

  	
   

  
	
   

  	
  Title: 

  	
  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

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GOLD DUST WEST CASINO, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jeffrey P. Jacobs

  	
   

  
	
   

  	
  Name:  Jeffrey
  P. Jacobs

  
	
   

  	
  Title:   Chairman of the Board and President

  
						



 


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  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/ Ian M. Stewart

  	
   

  
	
   

  	
  Name:

  	
  Ian M. Stewart

  
	
   

  	
  Title:

  	
  President and Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  WINNER’S CHOICE CASINO, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Ian M. Stewart

  	
   

  
	
   

  	
  Name:

  	
  Ian M. Stewart

  
	
   

  	
  Title:

  	
  President and Director

  
											



 


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  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/ Ian M. Stewart

  	
   

  
	
   

  	
  Name:

  	
  Ian M. Stewart

  
	
   

  	
  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

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  LUCKY MAGNOLIA TRUCK STOP
  AND CASINO, L.L.C.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Ian M. Stewart

  	
   

  
	
   

  	
  Name:

  	
  Ian M. Stewart

  
	
   

  	
  Title:

  	
  President and Manager

  
					



 


5

















 


	
   

  	
  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

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  COLONIAL HOLDINGS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Ian M. Stewart

  	
   

  
	
   

  	
  Name:

  	
  Ian M. Stewart

  
	
   

  	
  Title:

  	
  President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  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

  
					



 


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  JRJ PROPERTIES, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  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

  
					



 


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