EXHIBIT 4.34(d)


 


JACOBS ENTERTAINMENT, INC


240 Main Street 

Black Hawk, Colorado 80422


 


December 21, 2005


 


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 and 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, JACOBS PIÑON
PLAZA ENTERTAINMENT, INC., a Nevada corporation (the “New Pledgor”),
pursuant to Section 3.5 of the Security Agreement. The New Pledgor
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. The New Pledgor hereby makes
each of the representations and warranties and agrees to each of the covenants
applicable to the Pledgors contained in the Security Agreement.


 


The New Pledgor 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, the 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 Pledgor. 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 LAW OF THE STATE OF NEW YORK.


 


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


 


	
   

  	
   

  	
  JACOBS PIÑON PLAZA

  ENTERTAINMENT, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  /s/ Jeffrey P. Jacobs

  
	
   

  	
   

  	
   

  	
  Jeffrey
  P. Jacobs, Chief Executive

  
	
   

  	
   

  	
   

  	
  Officer and President

  



 


 


	
  AGREED TO AND ACCEPTED:

  	
   

  
	
   

  	
   

  
	
  WELLS FARGO BANK, NATIONAL ASSOCIATION,

  	
   

  
	
  as Trustee

  	
   

  
	
   

  
	
   

  
	
  By:

  	
  /s/ Joseph P. O’Donnell

  	
   

  
	
  Name:

  	
  Joseph P. O’Donnell

  	
   

  
	
  Title:

  	
  Vice President